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Auditor Report of Orient Bell Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Orient Bell Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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 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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015 and its profit and cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and further proper returns adequate for the purpose of audit has been received from the branches not visited by us;

c. The Balance Sheet, the 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 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 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; and f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. the Company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note 8(a) of 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

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

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

b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner. In accordance with this programme, certain fixed assets are verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets.

ii) a) On the basis of information and explanation provided by the management, the inventory has been physically verified during the year by the management except the inventories in transit.

b) 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 business.

c) In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

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 Companies Act, 2013. Therefore, the provisions of clause 3(iii) (a) to (b) of the Companies (Auditor's Report) Order, 2015 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 with regard to purchase of inventory, fixed assets and for the sale of goods. The activities of the Company do not involve sale of services. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices, there is no continuing failure to correct the weaknesses in the aforesaid internal control systems.

v) In our opinion and according to the information and explanation given to us, since the Company has not accepted any deposits therefore the question of the compliance of any directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under does not arise.

vi) The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2015 dated January 16, 2015 for any of the product manufactured by the Company. Therefore, the provisions of clause 3(vi) of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

vii) (a) According to the information and explanation given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. Further no undisputed amounts payable in respect of outstanding statutory dues were in arrears as at March 31,2015 for a period of more than six months from the date they became payable.

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

Name of the Statue Name of Dispute Amount (in Rs.)

U.P. Vat Act Entry tax and other dues 11,91,100

U.P. Vat Act Sales Tax 27,40,918

U.P. Vat Act Entry tax and other dues 3,20,813

U.P. Vat Act Sales Tax 34,594

U.P. Vat Act Sales Tax 10,98,623

U.P. Vat Act Sales Tax 18,94,965

U.P. Vat Act Sales Tax 9,73,790

U.P. Vat Act Sales Tax 12,08,757

U.P. Vat Act Sales Tax 7,65,898

A.P. VAT Act Sales Tax 4,89,768

A.P. VAT Act Sales Tax 5,34,158

A.P. VAT Act Sales Tax 9,34,777

Delhi Vat Act Sales Tax 1,11,732

Delhi Vat Act Sales Tax 2,89,470

Mumbai Vat Act Sales Tax 27,246

Kerala Vat Act Sales Tax 2,83,774

Kerala Vat Act Sales Tax 70,87,329

West Bengal Vat Act Sales Tax 1,47,45,867

Central Excise & Customs Act Excise & other dues 6,80,440

Central Excise & Customs Act Excise & other dues 6,70,460

Central Excise & Customs Act Excise & other dues 1,75,946

Central Excise & Customs Act Excise & other dues 1,73,833

Central Excise & Customs Act Excise & other dues 43,66,321

Central Excise & Customs Act Excise & other dues 19,52,518

Central Excise & Customs Act Excise & other dues 21,53,688

Central Excise & Customs Act Excise & other dues 2,32,056

Central Excise & Customs Act Excise & other dues 1,56,151

Central Excise & Customs Act Excise & other dues 1,11,02,931

Custom Tariff Act, 1975 Custom Duty 85,00,000

Income Tax Act, 1961 Income Tax 16,92,841

Income Tax Act, 1961 Income Tax 22,37,194

Income Tax Act, 1961 Income Tax 7,62,880

Income Tax Act, 1961 Income Tax 16,30,483

Income Tax Act, 1961 Income Tax 3,10,57,825

Income Tax Act, 1961 Income Tax 10,97,511

Income Tax Act, 1961 Income Tax 15,74,700

Income Tax Act, 1961 Income Tax 8,34,757

Income Tax Act, 1961 Income Tax 92,557

Name of the Statute Forum where Period dispute is pending

U.P.Vat Act 2000-01 & 2003-04 Allahabad High Court

U.P.Vat Act 2002-03 Allahabad High Court

U.P.Vat Act 2002-03 Ghaziabad Tribunal

U.P.Vat Act 2003-04 Allahabad High Court

U.P.Vat Act 2003-04 Allahabad High Court

U.P.Vat Act 2003-04 Allahabad High Court

U.P.Vat Act 2004-05 Allahabad High Court

U.P.Vat Act 2005-06 Allahabad High Court

U.P.Vat Act 2006-07 Allahabad High Court

A.P.VAT Act 2005-06 & 2006-07 High Court of A.P.

A.P.VAT Act 2009-10 Commissioner (Appeals)

A.P.VAT Act 2009-10 Commissioner (Appeals)

Delhi Vat Act 2009-10 Vato Officer

Delhi Vat Act 2010-11 Vato Officer

Mumbai Vat Act 2006-07 Vato Officer

Kerala Vat Act 2005-06 Assistant commissioner, Ernakulam

Kerala Vat Act 2009-10 Assistant commissioner, Ernakulam

West Bengal Vat Act 2011-12 Jt. Commissioner (Appeal)

Central Excise & Customs Act 2005-2010 CESTAT, Noida

Central Excise & Customs Act 2005-2010 Excise Tribunal, Noida

Central Excise & Customs Act 2008-09 Commissioner (Appeals) Noida

Central Excise & Customs Act 2010-2011 Commissioner (Appeals) Noida

Central Excise & Customs Act 2011-2012 Commissioner (Appeals) Noida

Central Excise & Customs Act 2010-11 Commissioner (Appeals) Noida

Central Excise & Customs Act 2007-08 Commissioner (Appeals), Vadodra

Central Excise & Customs Act 2005-2010 CESTAT, Ahmedabad

Central Excise & Customs Act 2007-2010 CESTAT, Ahmedabad

Central Excise & Customs Act 2011-12 CESTAT, Bangalore

Custom Tariff Act, 1975 2001-02 CEGAT, New Delhi

Income Tax Act, 1961 AY:1990-91 ITAT, Ahmedabad

Income Tax Act, 1961 AY:1995-96 Gujarat High Court

Income Tax Act, 1961 AY:2003-04 ITAT, Ahmedabad

Income Tax Act, 1961 AY:2003-04 ITAT, Ahmedabad

Income Tax Act, 1961 AY:2011-12 CIT (Appeals), Ahmedabad

Income Tax Act, 1961 AY:2009-10 ITAT, Delhi

Income Tax Act, 1961 AY:2010-11 ITAT, Delhi

Income Tax Act, 1961 AY:2010-11 ITAT, Delhi

Income Tax Act, 1961 AY:2012-13 CIT (Appeals), Delhi

(c) According to the information and explanations given to us the amounts which were required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

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

ix) Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions during the year. There were no dues payable to debenture holders.

x) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 3(x) of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

xi) In our opinion and according to the information and explanation given to us, the term loans were applied for the purposes for which the loans were obtained.

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

For S.R. Dinodia & Co. LLP Chartered Accountants

Firm's Regn. No. 001478N/N500005

(Sandeep Dinodia)

Place: New Delhi Partner

Dated: 29th May, 2015 M. No. 083689


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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 No. 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular No. 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, 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;

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure To The Auditors’ Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal & Regulatory Requirements" of our report of even date)

RE: M/S ORIENT BELL LIMITED

i) In respect of its fixed assets:

a) The Company has maintained adequate records showing particulars of fixed assets including quantitative details and situation.

b) As explained to us, all the fixed assets have been physical verified by the management in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. The discrepancies noticed during verification were not material.

c) In our opinion, during the year the Company has not disposed off substantial part of its fixed assets and going concern status of the Company is not affected.

ii) In respect of its inventories:

a) On the basis of information and explanation provided by the management, the inventory has been physically verified during the year by the management except the inventories in transit. In our opinion the frequency of physical verification followed by the management is reasonable.

b) 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, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) In respect of loans, secured or unsecured, granted or taken by the Company to/ from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not given loan to any company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The company had taken loan from five parties covered in the register maintained under section 301 of the Companies Act, 1956. In respect of said loan, the maximum amount outstanding at any time during the year was Rs. 16,72,99,400 and the year-end balance of loans taken from such parties was Rs. 15,00,00,000.

c) In our opinion and according to the explanations given to us, the rate of interest and other terms and conditions of the loan taken by the Company, are not prime facie prejudicial to the interest of the Company.

d) In respect of the aforesaid loans taken by the Company, the principal amount is repayable/ adjustable on the prerogative of the Company and the interest amount has been paid as stipulated.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sales of goods. Further, on the basis of our examination of the books and record of the Company, carried out in accordance with the generally accepted auditing practices, there is no continuing failure to correct the weaknesses in the aforesaid internal control systems.

v) In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance to the contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to explanation given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained u/s 301 of the Companies Act, 1956 and exceeding values of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per the information available with the Company.

vi) The Company has not accepted deposits within the meaning of section 58A, 58AA and the other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209 (1) (d) of the Companies Act,1956 and are of the opinion that, prime facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable have been generally regularly deposited with the appropriate authorities.

b) According to the records of the Company examined by us and the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

c) In our opinion and according to the information and explanations given to us, details of dues in respect of Income Tax, Sales Tax, Custom duty, Excise Duty, Service Tax, cess that have not been deposited with the appropriate authorities on account of dispute are given below: -

Name of the Statue Nature of Dispute Amount (in Rs.)

Local Sales Tax Act Entry tax and other dues 11,91,100

Local Sales Tax Act Entry tax and other dues 3,20,813 Tribunal

Local Sales Tax Act Sales Tax Demand 41,513

Local Sales Tax Act Sales Tax Demand 5,98,623

Local Sales Tax Act Sales Tax Demand 18,94,965

Local Sales Tax Act Sales Tax Demand 19,19,704

Local Sales Tax Act Sales Tax Demand 9,73,790

Local Sales Tax Act Sales Tax Demand 14,87,865

Local Sales Tax Act Sales Tax Demand 15,07,144

Local Sales Tax Act Sales Tax Demand 12,08,757

Local Sales Tax Act Sales Tax Demand 7,65,898

Local Sales Tax Act Sales Tax Demand 1,03,56,746

Local Sales Tax Act Sales Tax Demand 70,87,329

Local Sales Tax Act Sales Tax Demand 1,47,45,867

Central Excise Act Excise And Other dues 1,15,860

Central Excise Act Excise And Other dues 27,02,173

Central Excise Act Excise And Other dues 6,70,460

Custom Tariff Act, 1975 Custom Duty 85,00,000

Income Tax Act, 1961 Income Tax demand 16,92,841

Income Tax Act, 1961 Income Tax demand 22,37,194

Income Tax Act, 1961 Income Tax demand 32,73,194

Income Tax Act, 1961 Income Tax demand 15,74,700

U.P. Trade Tax Act Sales Tax demand 1,88,487

A.P.VAT Act, 2005 Sales Tax demand 4,89,768

A.P.VAT Act,2005 Sales Tax demand 20,25,162

A.P. VAT Act,2005 Sales Tax Demand 5,34,158

A.P. VAT Act,2005 Sales Tax Demand 9,34,777

Central Excise & Customs Act Excise & other dues 20,000

Central Excise & Customs Act Excise & other dues 21,53,688

Central Excise & Customs Act Service Tax demand 6,19,506 Central Excise & Customs Act Service Tax demand 4,77,412 Central Excise & Customs Act Service Tax demand 48,75,725

Name of the Statue Period Forum where dispute is pending

Local Sales Tax Act 2000-01 & 2003-04 Allahabad High Court

Local Sales Tax Act 2002-03 Ghaziabad Tribunal

Local Sales Tax Act 2003-04 Allahabad High Court

Local Sales Tax Act 2003-04 Allahabad High Court

Local Sales Tax Act 2003-04 Allahabad High Court

Local Sales Tax Act 2004-05 Allahabad High Court

Local Sales Tax Act 2004-05 Allahabad High Court

Local Sales Tax Act 2005-06 Allahabad High Court

Local Sales Tax Act 2005-06 Allahabad High Court

Local Sales Tax Act 2005-06 Allahabad High Court

Local Sales Tax Act 2006-07 Allahabad High Court

Local Sales Tax Act 2001-02 Allahabad High Court

Local Sales Tax Act 2009-10 Assistant commissioner, Ernakulam

Local Sales Tax Act 2011-12 Jt. Commissioner (Appeal)

Central Excise Act 2005-06 Commissioner (Appeals) Noida

Central Excise Act 2012 CESTAT, New Delhi

Central Excise Act 2012 CESTAT, New Delhi

Custom Tariff Act, 1975 2001-02 CEGAT, New Delhi

Income Tax Act, 1961 AY:1990-91 Supreme Court

Income Tax Act, 1961 AY:1995-96 Gujarat High Court

Income Tax Act, 1961 AY:2009-10 CIT (Appeals), New Delhi

Income Tax Act, 1961 AY:2010-11 CIT (Appeals), New Delhi

U.P. Trade Tax Act 2006-07 Jt.Com.(Appeals), Lucknow

A.P.VAT Act, 2005 2005-06 & 2006-07 High Court of A.P.

A.P.VAT Act,2005 2006-07 to 2009-10 Addl Com (CT) (legal) A.P.

A.P. VAT Act,2005 2009-10 Commissioner (Appeals)

A.P. VAT Act,2005 2009-10 Commissioner (Appeals)

Central Excise & Customs Act 1994-95 CESTAT, Mumbai

Central Excise & Customs Act 2007-08 Commissioner (Appeals), Vadodara

Central Excise & Customs 2005 to 2011 Service Tax Deptt., Dora, Bharuch

Central Excise & Customs 2008-09 to 2011-12 Service Tax Deptt. Hoskote, Bengaluru

Central Excise & Customs 201 1-12 Dy./Addl. Commissioner Excise Division V.

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

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks during the year. There were no dues payable to debenture holders.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company

xiii) 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) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xvi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which the loans were obtained.

xvii) According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the Company, in our opinion, funds raised on short term basis have not been used for long term investments.

xviii) During the year, the Company has not allotted shares on preferential basis to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures during the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xx) According to the information and explanation given to us, during the year covered under audit the company has not raised any money by way of public issue. Therefore, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

For S.R. Dinodia & Co. LLP Chartered Accountants Regn. No. 001478N/N500005

(Sandeep Dinodia) Place : New Delhi Partner Dated : 28-05-2014 M.No. 083689


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of M/S ORIENT BELL LIMITED, ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

3. 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 basis for our audit opinion.

Opinion

4. 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 the Cash Flow Statement, of the cash flows for the year ended on that date.

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

As required by section 227(3) of the Act, we report that:

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

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

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

d. 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, 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;

f. since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

(i) (a) The Company is maintaining records showing particulars including quantitative details and situation of fixed assets. However, the same is pending for updation on account of a few of the assets acquired on merger during the year.

(b) As explained to us, physical verification of fixed assets has been conducted by the management at reasonable intervals. In our opinion, the program of physical verification is reasonable having regard to the size of the Company and the nature of the fixed assets. We have been informed that no material discrepancies were noticed on such verification.

(c) In our opinion, fixed assets disposed off during the year were not substantial and therefore, do not affect the going concern assumption.

(ii) (a) On the basis of information and explanation provided by the management, inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(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. We have been explained that no material discrepancies were noticed on physical verification as compared to book records.

iii) (a) According to information and explanation given to us, the Company has not given loan to any Company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses 4(iii)(b), (iii)(c) and (iii)(d) of the Companies (Auditor''s Report) Order, 2003 are not applicable.

(b) According to information and explanation given to us, the Company had taken loan from seven parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was H23,69,99,400 and the year-end balance of loans taken from such parties was H16,33,99,400.

(c) In our opinion, the rate of interest and other terms and conditions on which unsecured loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) In respect of the aforesaid loans taken by the Company, the principal amount is repayable/ adjustable on the prerogative of the Company and the interest amount has been paid as stipulated.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sales of goods. Further, on the basis of our examination of the books and record of the Company, carried out in accordance with the generally accepted auditing practices, there is no continuing failure to correct the weaknesses in the aforesaid internal control systems.

v) (a) Based on the audit procedures applied by us 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 have been entered in the register required to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices, which are reasonable with regard to the prevailing market prices at the relevant times.

vi) The Company has not accepted deposits within the meaning of section 58A, 58AA and the other relevant provisions of the Companies Act, 1956 and the rules framed there under.

vii) In our opinion, the Company has an internal audit system 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 section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues with appropriate authority including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax, cess and any other statutory dues applicable to it.

According to the information & explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom 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.

(b) In our opinion and according to the information and explanations given to us, details of dues in respect of Income Tax, Sales Tax, Custom duty, Excise Duty, Service Tax, cess that have not been deposited with the appropriate authorities on account of dispute are given below: -

Name of the Statute Nature of Dispute Amount (in Rs.) Period Forum where dispute is pending

Local Sales Tax Act Entry tax and other dues 11,91,100 2000-01 & 2003-04 Allahabad High Court

Local Sales Tax Act Entry tax and other dues 3,20,813 2002-03 Ghaziabad Tribunal

Local Sales Tax Act Sales Tax Demand 41,513 2003-04 Allahabad High Court

Local Sales Tax Act Sales Tax Demand 5,98,623 2003-04 Allahabad High Court Local Sales Tax Act Sales Tax Demand 18,94,965 2003-04 Allahabad High Court

Local Sales Tax Act Sales Tax Demand 19,19,704 2004-05 Allahabad High Court

Local Sales Tax Act Sales Tax Demand 9,73,790 2004-05 Allahabad High Court

Local Sales Tax Act Sales Tax Demand 14,87,865 2005-06 Allahabad High Court

Local Sales Tax Act Sales Tax Demand 15,07,144 2005-06 Allahabad High Court

Local Sales Tax Act Sales Tax Demand 12,08,757 2005-06 Allahabad High Court

Local Sales Tax Act Sales Tax Demand 7,65,898 2006-07 Allahabad High Court

Local Sales Tax Act Sales Tax Demand 1,03,56,746 2001-02 Allahabad High Court

Central Excise Act Excise And Other Dues 1,15,860 2005-06 Commissioner (Appeals) Noida

Central Excise Act Excise And Other Dues 27,02,173 2012 CESTAT, New Delhi

Central Excise Act Excise And Other Dues 6,70,460 2012 CESTAT, New Delhi

Custom Tariff Act, 1975 Custom Duty 85,00,000 2001-02 CEGAT, New Delhi

Income Tax Act, 1961 Income Tax demand 16,92,841 AY:1990-91 Supreme Court

Income Tax Act, 1961 Income Tax demand 22,37,194 AY:1995-96 Gujrat High Court

Income Tax Act, 1961 Income Tax demand 32,73,194 AY:2009-10 CIT (Appeals), New Delhi

Income Tax Act, 1961 Income Tax demand 15,74,700 AY:2010-11 CIT (Appeals), New Delhi

U.P.Trade Tax Act Sales Tax demand 1,88,487 2006-07 Jt.Com.(Appeals), Lucknow

A.P.VAT Act,2005 Sales Tax demand 4,89,768 2005-06 & 2006-07 High Court of A.P.

A.P.VAT Act,2005 Sales Tax demand 20,25,162 2006-07 to 2009-10 Addl Com (CT) (legal) A.P.

Central Excise & Customs Act Excise & other Dues 20,000 1994-95 CESTAT, Mumbai

Central Excise & Customs Act Excise & other Dues 21,53,688 2007-08 Commissioner (Appeals), Vadodara

Central Excise & Customs Act Service Tax demand 6,19,506 2005 to 2011 Service Tax Deptt., Dora, Bharuch

Central Excise & Customs Act Service Tax demand 4,77,412 2008-09 to 2011-12 Service Tax Deptt. Hoskote, Bangalore

Central Excise & Customs Act Service Tax demand 48,75,725 2011-12 Dy./Addl. Commissioner Excise Division V.

x) Company does not have any accumulated losses at the end of the financial year and has not incurred the 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 the banks and financial institutions during the year. There were no dues payable to debenture holders.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xiii) In our opinion, the Company is not a chit fund or 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 our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xvi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which the loans were obtained.

xvii) On the basis of information and explanation given to us and on an overall examination of the balance sheet, we report that during the year no funds raised by the Company on short-term basis have been used for long-term investment.

xviii) According to information and explanation 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) During the year covered by our audit report, the Company has not issued any debentures. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xx) According to the information and explanation given to us, during the year covered under audit the Company has not raised any money by way of public issue. Therefore, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xxi) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, during the year we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the management.

For S.R. Dinodia & Co.,

Chartered Accountants,

Regn. No. 001478N

(Sandeep Dinodia)

Place: New Delhi Partner

Dated: 08th August, 2013 M. No. 083689


Mar 31, 2012

We have audited the attached Balance sheet of M/S ORIENT BELL LIMITED (FORMERLY KNOWN AS ORIENT CERAMICS AND INDUSTERIES LIMITED), as at 31st March 2012 and the Statement of Profit & Loss and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order, 2003 {as amended by the Companies (Auditor's Report) (Amendment) Order, 2004} 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 the paragraphs 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we report that:

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

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

c) The Company's 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 and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as director in term of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

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

(I) (a) The Company is maintaining records showing particulars including quantitative details and situation of fixed assets. However, the same is pending for updation on account of a few of the assets acquired on merger during the year.

(b) As explained to us, physical verification of fixed assets has been conducted by the management at reasonable intervals. In our opinion, the program of physical verification is reasonable having regard to the size of the Company and the nature of the fixed assets. We have been informed that no material discrepancies were noticed on such verification.

(c) In our opinion, fixed assets disposed off during the year were not substantial and therefore, do not affect the going concern assumption.

(ii) (a) On the basis of information and explanation provided by the management, inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(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. We have been explained that no material discrepancies were noticed on physical verification as compared to book records.

iii) (a) According to information and explanation given to us, the Company has not given loan to any company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses 4(iii)(b),

(iii)(c) and (iii)(d) of the Companies (Auditor's Report) Order, 2003 are not applicable.

(b) According to information and explanation given to us, the company had taken loan from seven parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 15,00,00,000 and the year-end balance of loans taken from such parties was Rs 15,00,00,000.

(c) In our opinion, the rate of interest and other terms and conditions on which unsecured loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) In respect of the aforesaid loans taken by the Company, the principal amount is repayable/ adjustable on the prerogative of the Company and the interest amount has been paid as stipulated.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sales of goods. Further, on the basis of our examination of the books and record of the Company, carried out in accordance with the generally accepted auditing practices, there is no continuing failure to correct the weaknesses in the aforesaid internal control systems.

v) (a) Based on the audit procedures applied by us 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 have been entered in the register required to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices, which are reasonable with regard to the prevailing market prices at the relevant times.

vi) The Company has not accepted deposits within the meaning of section 58A, 58AA and the other relevant provisions of the Companies Act, 1956 and the rules framed there under.

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

viii) The Central Government has not prescribed under section 209(1) (d) of the Companies Act, 1956, for the maintenance of any accounts and record in respect of products manufactured by the Company.

ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues with appropriate authority including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax, cess and any other statutory dues applicable to it.

According to the information & explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom 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.

(b) In our opinion and according to the information and explanations given to us, details of dues in respect of Income Tax, Sales Tax, Custom duty, Excise Duty, Service Tax, cess that have not been deposited with the appropriate authorities on account of dispute are given below: -

Name of the Nature of Dispute Amount Period Forum where Statute (Rs) dispute is pending

Local Sales Entry tax and 11,91,100 2000-01 & Allahabad Tax Act othe dues 2003-04 High Court



Local Sales Sales Tax 5,98,623 2003-04 Allahabad High Tax Act Court

Central Excise And Other 1,25,860 2005-06 Commissioner Excise Act Dues (Appeals) Noida

Name of the Nature of Dispute Amount Period Forum where Statute (Rs) dispute is pending

Service Tax Service Tax 7,66,054 2000-01 to Commissioner Under the 2002-03 (Appeals) Ordinance Act, Nodia 1944

Custom Tariff Custom Duty 85,00,000 2001-02 CEGAT, New Act, 1975 Delhi

Income Tax Income Tax demand 16,92,841 AY:1990-91 Supreme Court Act, 1961

Income Tax Income Tax demand 22,37,194 AY:1995-96 Gujrat High Act, 1961 Court

Income Tax Income Tax demand 32,73,517 AY:2009-10 CIT (Appeals), Act, 1961 New Delhi

U.P.Trade Tax Sales Tax demand 1,88,487 2006-07 Jt.Com. Act (Appeals), Lucknow

A.P.VAT Act, Sales Tax demand 4,89,768 2005-06 & High Court of 2005 2006-07 A.P.

A.P.VAT Act, Sales Tax demand 20,25,162 2006-07 to Addl Com (CT) 2005 2009-10 (legal) A.P.

Central Excise Excise & other 20,000 1994-95 CESTAT, Mumbai & Customs Act Dues

Central Excise Excise & other 21,53,688 2007-08 Commissioner & Customs Act Dues (Appeals), Vadodra

Central Excise Service Tax demand 5,87,570 2005 to Service Tax & Customs Act 2011 Deptt., Dora, Bharuch

Central Excise Service Tax demand 2,29,898 2008-09 to Service Tax & Customs Act 2010-11 Deptt. Hoskote, Bangalore

x) Company does not have any accumulated losses at the end of the financial year and has not incurred the 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 the banks and financial institutions during the year. There were no dues payable to debenture holders.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xiii) In our opinion, the Company is not a chit fund or 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 our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xvi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which the loans were obtained.

xvii) On the basis of information and explanation given to us and on an overall examination of the balance sheet, we report that during the year no funds raised by the Company on short-term basis have been used for long- term investment.

xviii) According to information and explanation 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) During the year covered by our audit report, the Company has not issued any debentures. Therefore, the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xx) According to the information and explanation given to us, during the year covered under audit the company has not raised any money by way of public issue. Therefore, the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xxi) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, during the year we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the management.

For S. R. Dinodia & Co.

Chartered Accountants

Regn. No 001478N

Sandeep Dinodia

Place: New Delhi Partner

Dated: 30th May, 2012 M. No. 083689


Mar 31, 2010

We have audited the attached Balance sheet of M/S ORIENT CERAMICS AND INDUSTRIES LIMITED, as at 31st March 2010 and the Proft & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

As required by the Companies (Auditors Report) Order, 2003 {as amended by the Companies (Auditors Report) (Amendment) Order, 2004} 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 the paragraphs 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we report that:

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

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

c) The Companys Balance sheet, Proft & 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 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 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as director in term of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 Proft & Loss Account, of the Profit for the year ended on that date; and

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



ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our audit 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, physical verification of major fixed assets has been conducted by the management at reasonable intervals. In our opinion, the program is reasonable having regard to the size of the Company and the nature of the fixed assets. No material discrepancies were noticed on such verification as compared to book records.

(c) Fixed assets disposed off during the year were not substantial and therefore, do not effect the going concern assumption.

(ii) (a) On the basis of information and explanation provided by the management, inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(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. We have been explained that discrepancies noticed on physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

iii) (a to d) According to information and explanation given to us, the Company has not granted any loans secured or unsecured to Com- panies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956 during the year. As the company has not granted any loans secured or unsecured to parties listed in the register maintained u/s 301 of the Companies Act, 1956, paragraphs (iii) (b), (c) and (d) of the order, are not applicable.

(e) According to information and explanation given to us, the company had taken loan amounting to Rs. 1,31,63,780 from parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 10,19,00,000 and the year-end balance of loans taken from such parties was Rs.6,04,25,000.

(f) In our opinion, the rate of interest and other terms and conditions on which unsecured loans have been taken from the compa- nies and persons, listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudi- cial to the interest of the Company.

(g) In respect of the aforesaid loan taken by the Company, the principal amount is repayable on demand and the interest amount has been paid as stipulated.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed as- sets and for the sales of goods. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices, there is no continuing failure to correct the weaknesses in the aforesaid internal control systems.

v) (a) Based on the audit procedures applied by us 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 have been entered in the register required to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements have been made at prices, which are reasonable with regard to the prevailing market prices at the relevant times.

vi) The Company has not accepted deposits within the meaning of section 58A, 58AA and the other relevant provisions of the

Companies Act, 1956 and the rules framed there under.

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

viii) The Central Government has not prescribed under section 209(1)(d) of the Companies Act, 1956, for the maintenance of any accounts and records in respect of products manufactured by the Company.

ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues with appropriate authority including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax, cess and any other statutory dues applicable to it.

(b) According to the information & explanations given to us, no undisputed amount payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and other material statutory dues were in arrears as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) In our opinion and according to the information and explanations given to us, details of dues in respect of Sales Tax, Custom duty, Excise Duty, Service Tax, cess that have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are given below: -



Amount Forum where dispute is

Name of the Statute Nature of Dispute v Period

(Rs.) pending

Local Sales Tax Act Entry tax and other dues 11,91,100 2000-01 & 2003-04 High Court

Local Sales Tax Act Sales Tax 5,98,623 2003-04 High Court

Central Excise Act Excise And Other Dues 1,25,860 2005-06 Assessing Authorities

Service Tax under the

Service Tax 7,66,054 2000-01 to 2002-03 Assessing Authorities

Ordinance Act, 1944



x) Company does not have any accumulated losses at the end of the fnancial year and has not incurred the 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 the banks and financial institutions during the year. There were no dues payable to debenture holders.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, 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 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 our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) Of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xvi) During the year the company has not taken any term loans and the term loans of previous year were applied for the purposes for which the loans were obtained.

xvii) On the basis of information and explanation given to us and on an overall examination of the balance sheet, we report that during the year no funds raised by the Company on short-term basis have been used for long-term investment.

xviii) According to information and explanation 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) During the year covered by our audit report, the Company has not issued any debentures. Therefore, the provisions of clause

(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xx) According to the information and explanation given to us, during the year covered under audit the company has not raised any money by way of public issue. Therefore, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xxi) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, during the year we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the management.

FOR S.R. DINODIA & CO.,

CHARTERED ACCOUNTANTS,

REGN. NO. 01478N

(SANDEEP DINODIA)

PARTNER

M. No. 083689

PLACE: NEW DELHI DATED: 16th July 2010





 
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