Home  »  Company  »  OCL India Limi  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of OCL India Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of OCL INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the "Act") with respect to the preparation of these 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 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 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 required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 of the Company as at 31st March 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in "Annexure A" a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow statement dealt with by this report are in agreement with the books of account;

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

e) On the basis of written representations received from the directors as on 31st March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in

"Annexure B" Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) 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 knowledge and information and according to the explanations given to us and such checks as we considered necessary:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 28.1 to the financial statements.

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

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 referred to in the Auditors'' report to the Members of OCL India Limited on the standalone accounts for the year ended 31st March, 2016.

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

(b) We are informed that the Company has engaged an outside agency to carry out physical verification of the fixed assets and that the Agency has completed physical verification of certain locations and in respect of other locations the exercise is in progress. We are informed that once the whole exercise is complete, reconciliation of such physical verification with fixed assets register will be carried out. The question of discrepancies, whether material or not, can be addressed only after the completion of such reconciliation. In our opinion, the frequency of verification is reasonable in relation to the size of the Company.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed/ transfer deed/ conveyance deed etc., provided to us, we report that the title deeds of immovable properties are held in the name of the Company. The title deeds relating to certain immovable properties including land have been pledged as security with banks and financial institution for loans, guarantees etc., are held in the name of the Company based on the confirmations from the respective banks/ financial institutions.

(ii) The stock of finished goods, stores, spare parts and raw materials except those held by consignees and stored in customer premises have been physically verified by the management at reasonable intervals during the year. No material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of clause 3(iii) (a),(b)&(c) of the Order are not applicable.

(iv) The Company has not given any loan or provided any guarantees or security to parties covered under section 185 of the Companies Act, 2013. In respect of loans, investments, guarantees and security, the Company has complied with the provisions of section 186 of the Companies Act, 2013.

(v) The Company has not accepted deposits during the year from the public within the provisions of section 73 to 76 or any other provisions of the Companies Act, 2013 and the Rules framed thereunder.

(vi) We have broadly reviewed the books of accounts maintained by the Company, pursuant to rules made under sub-section (1) of section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2016, which were outstanding for a period of more than six months from the date they became payable, except payment of advance income tax installments estimated by the Company at Rs.353.79 lakhs.

(b) The disputed dues of different years, relating to income-tax, service-tax, sales-tax or duty of customs or duty of excise or value added tax, which have remained unpaid as on 31st March, 2016 for which appeals are pending as under:

Name of the Statute Nature of the Dues Amount Period to which the Forum where dispute is

(Rs. Lacs) amount relates pending

Orissa Sales Tax Act Orissa sales tax/ VAT 440.12 1995-96 and 1997-98 to Orissa Sales Tax Tribunal 2000-01 & 2005-06

Central Sales Tax Act, 1956 Central Sales Tax 0.11 2006-07 Orissa Sales Tax Tribunal

Central Sales Tax Act, 1956 Central Sales Tax 370.09 2010-11 to 2012-13 Addl. Commissioner of Sales Tax

Orissa Sales Tax Act Orissa VAT 15.86 2005-06 Commissioner of Sales Tax

West Bengal SalesTax Act West Bengal Sales Tax 39.91 1996-97 and 1999-00 West Bengal Commercial Taxes Appellate & Revisional Board

West Bengal Sales Tax Act West Bengal Sales Tax 3.71 2014-15 CTO, Malda Zone

Central Excise Act, 1944 Cenvat Credit/ Excise and 4,506.73 July, 2005 to Dec, 2009 CESTAT, Kolkata; CCE, BBSR Service Tax

Central Excise Act, 1944 Cenvat Credit/ Excise and 27.45 2009-10 and 2012-13 to CCE, BBSR Service Tax 2013-14

Central Excise Act, 1944 Penalty on GTA Service Tax 14.43 Nov, 2009 to Mar, 2011 Addl. Commissioner of Central Demand Excise, Rourkela

Customs Act, 1962 Custom Duty 86.79 2015-16 Customs- Commissioner Appeals

Income Tax Act, 1961 Income Tax 57.28 AY: 2007-08 to AY: 2009- CIT(A) Delhi 10 & 2014-15

(viii) On the basis of the verification of records and information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings from financial institutions or banks. In the case of debentures no repayment has fallen due.

(ix) In our opinion and according to the information and explanations given to us, term loans taken during the year were applied for the purpose for which the loans were obtained. The Company has not raised moneys by way of public offer (including debt instruments).

(x) Based on the audit procedures performed and representation obtained from the management, we report that no case of material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion and according to the information and explanations given to us, all the transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 to the extent applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore, the provisions of clause 3(xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us and the representation obtained from the management, the Company has not entered into any non-cash transactions with directors or persons connected with them. Therefore, the provisions of clause 3(xv) of the Order are not applicable.

(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.



For V. Sankar Aiyar & Co.

Chartered Accountants

(Firm Regn. No.: 109208W)



(M.S. BALACHANDRAN)

Place: New Delhi Partner

Dated: 17-May-2016 (M. No:024282)


Mar 31, 2015

We have audited the accompanying standalone financial statements of OCL INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the "Act") with respect to the preparation of these 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 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 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 required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 of the Company as at 31st March 2015,and its profit and its cash flows for the year ended on that date.

report on other legal and regulatory requirements

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow statement dealt with by this report are in agreement with the books of account;

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

e) On the basis of written representations received from the directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31.03.2015 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 knowledge and information and according to the explanations given to us and such checks as we considered necessary:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 29.1 and 29.5 to the financial statements.

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

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

2. 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, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

Annexure referred to in the Auditor''s report to the Members of OCL india Limited on the standalone accounts for the year ended 31st March, 2015.

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

(b) We are informed that the physical verification of the fixed assets covering a substantial value of assets (excluding furniture and fixtures and certain office equipments) was carried out by an outside agency during 2012 to 2014, and reconciled with books during the financial year. According to information and explanation given to us, no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable in relation to the size of the Company.

(ii) (a) The stock of finished goods, stores, spare parts and raw materials except those held by consignees and stored in customer premises have been physically verified by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of inventory 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, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of clause 3(iii)(a)&(b) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are reasonably adequate internal control systems, commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system.

(v) The deposits outstanding at the beginning of the year have been repaid. In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of section 73 to 76 or other relevant provisions of the Act.

(vi) We have broadly reviewed the books of accounts maintained by the Company, pursuant to rules made under sub-section (1) of section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) According to the records of the Company, the Company has been generally 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 any other statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2015, which were outstanding for a period of more than six months from the date they became payable.

(b) The disputed dues of different years, which have remained unpaid as on 31st March, 2015 for which appeals are pending as under:

Nature of the amount period to which the Forum where Dues (Rs.lacs) amount relates dispute is pending

Orissa Sales 440.12 1995-96 and 1997- Orissa Sales Tax Tax/ VAT 98 to 2000-01 Tribunal

Central Sales 0.11 2006-07 Orissa Sales Tax Tax Tribunal

Central Sales 370.09 2010-11 to 2012-13 Addl. Tax Commissioner of Sales Tax

Orissa VAT 15.86 2005-06 Commissioner of Sales Tax

West Bengal 12.75 1996-97, 1999-00, West Bengal Sales Tax 2001-02, 2004- Commercial 05, 2010-11 and Taxes Appellate 2014-15 & Revisional Board

Cenvat 3,756.38 01.12.2006 to CESTAT, Credit/ Excise 30.06.2008 and Kolkata; CCE, 30.06.2011 BBSR

Income Tax 180.48 AY: 2005-06,2007- CIT(A) Delhi 08 & 2011-12

(c) Based on the information and explanations obtained, the company has transferred to the Investor Education & Protection Fund in accordance with the relevant provisions of the Companies Act, 1956.

(viii) The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(ix) On the basis of the verification of records and information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for the loans taken by others from banks, are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion and according to the information and explanations given to us, term loans taken during the year were applied for the purpose for which the loans were obtained.

(xii) Based on the audit procedures performed and representation obtained from the management, we report that no case of material fraud on or by the Company has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co. Chartered Accountants (ICAI Firm Registration. No. 109208W)

Place: New Delhi (M. S. BALACHANDRAN) Dated: 11-05-2015 Partner (M. No:024282)


Mar 31, 2014

We have audited the accompanying financial statements of OCL India Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Managements 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") read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate AffaiRs in respect of Section 133 of the Companies Act, 2013. The 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 msstatement 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 ndia. 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 of material missatement

An audit involves performng procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 tatements in order to design audit procedures that are appropriate in he 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 basis for our audit opinion.

OPINION

n our opinion and to the best of our information and according to the explanations given to us the financial statements give the information

equired by the Act in the manner so required and give a true and fair view n conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the ate of affaiRs of the Company as at 31st March 2014;

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

c) In the case of 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 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 appeaRs from our examination of those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate AffaiRs in respect of Section 133 of the Companies Act 2013.

e) On the basis of written representations received from the directoRs as on 31st March 2014 and taken on record by the Board of DirectoRs, none of the directoRs is disqualified as on 31.03.2014 from being appointed as a director in terms of clause (g) of sub-section (a) of section 274 of the Companies Act, 1956.

2. 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 enclose in the annexure, a statement on the matteRs specified in paragraphs 4 and 5 of the said Order to the extent applicable, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us

Annexure referred to in paragraph 2 of the Auditor'' Report to the shareholdeRs of OCL India Limed or the year ended 31st March 2014

a) The Company is maintaining proper records showing full particulaRs, including quantitative details and situation of fixed assets

b) As explained to us and keeping in view that physical verification of the fixed assets covering a substantial value of the assets was carried out by an outside agency

n earlier year, the management has carried out the physical verification of its assets once during the year except for furniture & fixtures and some part of office equipments. According to information and explanations given to us, no material discrepancies have been noticed to the extent of such verification. In our opinion the frequency of verification is reasonable in relation to sze of the company

c) Since there s no substantial disposal of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

a) The stock of finished goods, stores, spare parts and raw materials, except those held by consignees and stored in customer premises, have been physcally verified by the management at reasonable intervals.

b) n our opinion, the procedures of physical verfication of nventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) n our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

v n our opinion and according to the information and explanations given to us and having regard to the explanations n respect of the manner in which the purchase price of some

of the items are determined or where alternate quotations are not available, there are adequate 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 the sale of goods and services. During the couRse of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

v According to the information given to us there are no contracts or arrangements during the year that need to be entered into the register in puRsuance of Section 301 of The Companies Act, 1956.Therefore, the Provisions of clause 4(v) of the order are not applicable to the Company.

vi n our opinion and according to information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules made there under, where applicable, with regard to deposits accepted from the public.

vii The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

vii We have broadly reviewed the books of accounts maintained by the Company, puRsuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

x a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State nsurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty Cess and any other statutory dues with the appropriate authorities. There were no arreaRs of undisputed statutory dues as at 31st March, 2014, which were outstanding for a period of more than six months from the date they became payable.

b) The disputed dues of different yeaRs, which have remained unpaid as on 31st March, 2014, for which appeals are pending as under

Orissa 1995-96 and 162.63 Orissa Sales Tax Sales Tax 1997-98 to Trbunal2000-01

Central 2006-07 0.11 Addl. Sales Tax Commissioner of Sales Tax, cuttack

Orissa 2005-06 293.35 Commissioner ol VAT Sales Tax West 1996-97, 310.74 West Bengal Bengal 1999-00, Commercial Sales Tax 2001-02, Taxes Appellate 2004-05, and & Revisional 2010-11 Board

Bihar 2010-11 96.21 Joint Sales Tax Commissioner of Sales Tax(A) Patna

Cenvat 01.12.2006 3,756.38 CESTAT, Kolkata Credit to CCE, BBSR 30.06.2008 and 30.06.2011

Income A.Y.2003-2004 17.13 ITAT Delhi Tax and 2005-06

Income A.Y.2005-06 474.19 CIT(A)Delhi Tax to 2009-10

x The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi On the basis of the verification of records and information and explanations given to us, the Company has not defaulted n repayment of dues o financial institutions or banks or debenture holdeRs.

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

xii The Company is not a chit fund / nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (AuditoRs Report) Order are not applicable.

xiv The Company is not dealing or trading n shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (AuditoRs Report) Order 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 guarantees for the loans taken by otheRs from banks, are not prima facie, prejudicial to the nterest of the Company.

xvi In our opinion and according to the nformation and explanations given to us term loans taken during the year were applied for the purpose for which the loans were obtained.

xvii According to the information and explanations given to us, the Cash Flow statement examined by us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for ong term investment.

xvii During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix The Company has not issued any debentures during the year. Therefore, the question of creating security / charge does not arise.

xx Since there were no public issue of securities durng the year, verification of the end use of money does not arise.

xxi Based on the audit procedure performed and the representation obtained from the management, we report that no case of material fraud on or by the Company has been noticed or reported during the year under audit

For V. Sankar Aiyar & Co. Chartered Accountants ICAI Firm Regn. No. 109208W

R. Raghuraman Place New Delhi Partner Dated 13.05.2014 MembeRship No. 81350


Mar 31, 2013

Report on Financial Statements

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

Management''s Responsibility for the Financial Statements

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"). The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

c) in the case of 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 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 appears from our examination of those books;

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

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31st March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31.03.2013 from being appointed as a director in terms of clause (g) of sub-section (a) of section 274 of the Companies Act, 1956.

2. 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 (4A) of 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, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us.

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

b) As explained to us and keeping in view that physical verification of the fixed assets covering a substantial value of the assets was carried out by an outside agency in the previous year, the management has carried out the physical verification of its assets once during the year except for furniture & fixtures and some part of office equipments. According to information and explanations given to us, no material discrepancies have been noticed to the extent of such verification. In our opinion the frequency of verification is reasonable in relation to size of the company.

c) Since there is no substantial disposal of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii a) The stock of finished goods, stores, spare parts and raw materials, except those held by consignees and stored in customer premises, have been physically verified by the management at reasonable intervals. In respect of stock with consignees, confirmation certificates have been received.

b) In our opinion, the procedures of physical verification of inventory 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, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

iv In our opinion and according to the information and explanations given to us and having regard to the explanations in respect of the manner in which the purchase price of some of the items are determined or where alternate quotations are not available, there are adequate 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 the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

v a) According to the information given to us, the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) There were transactions exceeding ''five lakhs made in pursuance of such contracts or arrangements relating to professional services rendered during the year by a legal firm, for which compliance with prevailing market price is not feasible.

vi In our opinion and according to information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules made there under, where applicable, with regard to deposits accepted from the public.

vii The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

viii We have broadly reviewed the books of accounts maintained by the Company, pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix a) According to the records of the Company, the Company has been generally regular in depositing 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 any other statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2013, which were outstanding for a period of more than six months from the date they became payable.

b) The disputed dues of different years, which have remained unpaid as on 31st March, 2013, for which appeals are pending as under:

Nature of Year Amount Forum where dues (Rs. In pending lacs)

Orissa 1995-96 and 162.63 Orissa Sales Tax Sales Tax 1997-98 to Tribunal 2000-01

Central 2006-07 0.11 Addl. Sales Tax Commissioner of Sales Tax, cuttact

Central 2007-08 to 105.00 Addl. Sales Tax 2009-10 Commissioner of Sales Tax, (North Zone Odisha)

Orissa VAT 2005-06 361.26 Commissioner of Sales Tax,

West 1996-97, 50.93 West Bengal Bengal 1999-00 and Commercial Sales Tax 2004-05 Taxes Appellate & Revisional Board

Cenvat 01.12.2006 4265.49 CESTAT, Kolkata Credit to CCE, BBSR 30.06.2008 and 30.06.2011

Income Tax A.Y.2003- 17.13 ITAT Delhi 2004 and 2005-2006

Income Tax A.Y.2005-06 713.47 CIT (A) Delhi to 2009-10

x The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi On the basis of the verification of records and information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

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

xiii The Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order are not applicable.

xiv The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order 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 guarantees for the loans taken by others from banks, are not, prima facie, prejudicial to the interest of the Company.

xvi In our opinion and according to the information and explanations given to us term loans taken during the year were applied for the purpose for which the loans were obtained.

xvii According to the information and explanations given to us, the Cash Flow statement examined by us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for long term investment.

xviii During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix The Company has not issued any debentures during the year. Therefore, the question of creating security / charge does not arise.

xx Since there were no public issue of securities during the year, verification of the end use of money does not arise.

xxi Based on the audit procedure performed and the representation obtained from the management, we report that no case of fraud on or by the Company has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co.

Chartered Accountants

Firm''s Regn.no.109208W

R. Raghuraman

Place: New Delhi Partner

Dated: May 29, 2013 Membership No. 81350


Mar 31, 2012

1. We have audited the attached Balance Sheet of OCL INDIA LIMITED as at 31st March, 2012 and also the Statement of Profit & Loss 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 conducted the 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 of our opinion.

3. 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 appears from our examination of these books;

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

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

(e) On the basis of information obtained, none of the directors are prima facie, disqualified under section 274(I)(g) of the Companies Act, 1956 as on 31st March, 2012 from being appointed as a director of the Company.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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:

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 Statement of Profit & Loss, of the Profit for the year ended on that date; and

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

4. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Department of Company Affairs, Govt, of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report on the matters specified in the paragraphs 4 and 5 of the said Order as under:

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

b) As explained to us, an outside agency has carried out physical verification of the fixed assets during the year and have covered a substantial value of the assets. According to the information and explanations given to us, no material discrepancies have been noticed to the extent of such verification. A detailed report of verification is awaited. In our opinion, the frequency of verification is reasonable in relation to the size of the Company

c) Since there is no substantial disposal of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii a) The stock of finished goods, stores, spare parts and raw materials, except those held by consignees and stored in customer premises, have been physically verified by the management at reasonable intervals. In respect of stock with consignees, confirmation certificates have been received.

b) In our opinion, the procedures of physical verification of inventory 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, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

iv In our opinion and according to the information and explanations given to us and having regard to the explanations in respect of the manner in which the purchase price of some of the items are determined or where alternate quotations are not available, there are adequate 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 the sale of goods. To the best of our knowledge, no major weaknesses in internal control system were either reported or noticed by us during the course of our audit.

v a) According to the information given to us, the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) There were transactions exceeding Rs. five lakhs made in pursuance of such contracts or arrangements relating to professional services rendered during the year by a legal firm, for which comparison with prevailing market prices is not feasible.

vi In our opinion and according to information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules made there under, where applicable, with regard to deposits accepted from the public.

vii The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

viii We have broadly reviewed the books of accounts maintained by the Company, pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (I) of section 209 of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix a) According to the records of the Company, the Company has been generally regular in depositing 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 any other statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2012, which were outstanding for a period of more than six months from the date they became payable.

b) The disputed dues of different years, which have remained unpaid as on 315t March, 2012, for which appeals are pending as under:

Nature of dues Year Amount Forum where pending (Rs. in lacs)

Orissa Sales Tax 1995-96 and 1997-98 to 2000-01 162.63 Orissa Sales Tax Tribunal

Central Sales Tax 2006-07 30.69 Addl. Commissioner of Sales Tax, cuttack

Central Sales Tax 2007-08 to 2009-10 105.00 Addl. Commissioner of Sales Tax, (North Zone) Odisha

Orissa VAT 2005-06 361.26 Commissioner of Sales Tax

West Bengal Sales Tax 1996-97, 1999-00 and 2004-05 47.49 West Bengal Commercial Taxes Appellate & Revisional Board

Cenvat Credit 01.12.2006 to 30.06.2008 3,980.67 CESTAT, Kolkata

Income Tax A.Y.2003-2004 3.47 ITAT Delhi

Income Tax A.Y.2007-2008 to 2009-10 673.06 CIT (A) Delhi

x The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi On the basis of the verification of records and information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

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

xiii The Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order are not applicable.

xiv The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order are not applicable

xv In our opinion and according to the information and explanation given to us, the terms and condition on which the company has given guarantees for the loans taken by others from banks, are not, prima facie, prejudicial to the interest of the Company.

xvi According to the records of the Company, the Company has not taken term loans during the year.

xvii According to the information and explanations given to us, the Cash Flow statement examined by us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for long term investment.

xviii During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix The Company has not issued any debentures during the year. Therefore, the question of creating security / charge does not arise.

xx Since there were no public issue of securities during the year, verification of the end use of money does not arise.

xxi Based on the audit procedure performed and the representation obtained from the management, we report that no case of fraud on or by the Company has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co.

Chartered Accountants

Firm's Regn.no. 109208W

R. Raghuraman

Place : New Delhi Partner

Dated : May 14, 2012 Membership No. 81350


Mar 31, 2011

1. We have audited the attached Balance Sheet of OCL INDIA LIMITED as at 31st March, 2011 and also the Profit & 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 conducted the 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 of our opinion.

3. 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 appears from our examination of these books;

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

(d) 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 to the extent applicable;

(e) On the basis of information obtained, none of the directors are prima facie, disqualified under section 274(1)(g) of the Companies Act, 1956 as on 31.03.2011 from being appointed as a director of the Company;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

4. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Department of Company Affairs, Govt. of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report on the matters specified in the paragraphs 4 and 5 of the said Order as under:

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

b) As explained to us, the management had carried out physical verification of most of the fixed assets during the year. In our opinion, the frequency of verification is reasonable in relation to the size of the Company. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) Since there is no substantial disposal of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii a) The stock of finished goods, stores, spare parts and raw materials, except those held by consignees and stored in customer premises, have been physically verified by the management at reasonable intervals. In respect of stock with consignees, confirmation certificates have been received.

b) In our opinion, the procedures of physical verification of inventory 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, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

iv In our opinion and according to the information and explanations given to us and having regard to the explanations in respect of the manner in which the purchase price of some of the items are determined or where alternate quotations are not available, there are adequate 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 the sale of goods. To the best of our knowledge, no major weaknesses in internal control system were either reported or noticed by us during the course of our audit.

v a) According to the information given to us, the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) There were transactions exceeding Rs. five lakhs made in pursuance of such contracts or arrangements relating to professional services rendered during the year by a legal firm, for which comparison with prevailing market prices is not feasible.

vi In our opinion and according to information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules made there under, where applicable, with regard to deposits accepted from the public.

vii The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

viii We have broadly reviewed the books of accounts maintained by the Company, pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix a) According to the records of the Company, the Company has been generally regular in depositing 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 any other statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2011, which were outstanding for a period of more than six months from the date they became payable.

b) The disputed dues of different years, which have remained unpaid as on 31st March, 2011, for which appeals are pending as under:

Nature of dues Year Amount Forum where pending (Rs. In lacs)

Orissa Sales Tax 1995-96 and 1997-98 to 2000-01 162.63 Orissa Sales Tax Tribunal

Central Sales Tax 1995-96 53.19 Orissa Sales Tax Tribunal

Central Sales Tax 2006-07 30.69 Addl. Commissioner of Sales Tax, cuttack

Orissa VAT 2005-06 361.26 Commissioner of Sales Tax

West Bengal Sales 1996-97, 1999-00 and 2004-05 28.71 West Bengal Commercial Tax Taxes Appellate & Revisional Board

Cenvat Credit 01.10.2006 to 28.02.2008 56.72 CESTAT, Kolkata

Income Tax A.Y.1999-2000, A.Y.2005-06, A.Y.2006-07 18.67 ITAT Delhi

Income Tax A.Y.2007-2008, AY.2008-2009 635.80 CIT (A) Delhi

x The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi On the basis of the verification of records and information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

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

xiii The Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order are not applicable.

xiv The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order are not applicable

xv In our opinion and according to the information and explanation given to us, the terms and condition on which the company has given guarantees for the loans taken by others from banks, are not, prima facie, prejudicial to the interest of the Company.

xvi According to the records of the Company, term loans taken during the year have been applied for the purpose for which they were obtained.

xvii According to the information and explanations given to us, the Cash Flow statement examined by us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for long term investment.

xviii During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix The Company has not issued any debentures during the year. Therefore, the question of creating security / charge does not arise.

xx Since there were no public issue of securities during the year, verification of the end use of money does not arise.

xxi Based on the audit procedure performed and the representation obtained from the management, we report that no case of fraud on or by the Company has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co.

Chartered Accountants

Firm's Regn.no.109208W

R. Raghuraman Place: New Delhi Partner

Dated: May 19, 2011 Membership No. 81350


Mar 31, 2010

1. We have audited the attached Balance Sheet of OCL INDIA LIMITED as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted the 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 of our opinion.

3. 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 appears from our examination of these books;

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

(d) 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 to the extent applicable

(e) On the basis of information obtained, none of the directors are prima facie, disqualified under section 274(1)(g) of the Companies Act, 1956 as on 31.03.2010 from being appointed as a director of the Company.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

4. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Department of Company Affairs, Govt. of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report on the matters specified in the paragraphs 4 and 5 of the said Order as under:

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

b) As explained to us, the management had carried out physical verification of most of the fixed assets during the year. In our opinion, the frequency of verification is reasonable in relation to the size of the Company. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) Since there is no substantial disposal of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii a) The stock of finished goods, stores, spare parts and raw materials, except those held by consignees and stored in customer premises, have been physically verified by the management at reasonable intervals. In respect of stock with consignees, confirmation certificates have been received.

b) In our opinion, the procedures of physical verification of inventory 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, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956.

iv In our opinion and according to the information and explanations given to us and having regard to the explanations in respect of the manner in which the purchase price of some of the items are determined or where alternate quotations are not available, there are adequate 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 the sale of goods. To the best of our knowledge, no major weaknesses in internal control system were either reported or noticed by us during the course of our audit.

v a) According to the information given to us, the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) There were transactions exceeding Rs. five lakhs made in pursuance of such contracts or arrangements relating to professional services rendered during the year by a legal firm, for which comparison with prevailing market prices is not feasible.

vi In our opinion and according to information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules made there under, where applicable, with regard to deposits accepted from the public.

vii The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

viii We have broadly reviewed the books of accounts maintained by the Company, pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix a) According to the records of the Company, the Company has been generally regular in depositing 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 any other statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2010, which were outstanding for a period of more than six months from the date they became payable.

b) The disputed dues of different years, which have remained unpaid as on 31st March, 2010, for which appeals are pending as under:

Amount Nature of dues Year (Rs. In lacs) Forum where pending



Orissa Sales Tax 1995-96 and 162.63 Orissa Sales Tax 1997-98 to Tribunal 2000-01

Central Sales Tax 1995-96 53.19 Orissa Sales Tax Tribunal

Orissa VAT 2005-06 361.26 Commissioner of Sales Tax

West Bengal Sales 1996-97, 28.71 West Bengal 1999-00 and Commercial Tax 2004-05 Taxes Appellate & Revisional Board

Cenvat Credit 01.10.2006 to 56.72 CESTAT, Kolkata 28.02.2008

x The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi On the basis of the verification of records and information and explanations given to us, the

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

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

xiii The Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order are not applicable.

xiv The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order are not applicable

xv The Company has given guarantees of USD 32.28 lakhs (previous year USD 19.80 lakhs) for loans/ guarantees taken by OCL Global Limited (in which the Company holds 50% of the paid-up Capital) from banks, the terms and conditions whereof are not, prima facie, prejudicial to the interest of the Company.

xvi According to the records of the Company, term loans taken during the year have been applied for the purpose for which they were obtained.

xvii According to the information and explanations given to us, the Cash Flow statement examined by us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for long term investment.

xviii During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix The Company has not issued any debentures during the year. Therefore, the question of creating security / charge does not arise.

xx Since there were no public issue of securities during the year, verification of the end use of money does not arise.

xxi Based on the audit procedure performed and the representation obtained from the management,

we report that no case of fraud on or by the Company has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co.

Chartered Accountants

FRN. 109208W

Place : New Delhi R.RAGHURAMAN

Date : 10.05.2010 Partner

Membership No.81350

Find IFSC