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Auditor Report of Orient Bell Ltd.

Mar 31, 2019

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Orient Bell Limited (“the Company”), which comprise the balance sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as” the standalone financial statements”).

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 Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, the Profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

S.No.

Key Audit Matters

How our audit addressed the key audit matter

1.

Appropriateness of Capitalization Cost as per Ind AS 16- Property, Plant and Equipment (PPE)

(Refer to the accompanying note 4 forming integral part of the Standalone Financial Statements)

The Company has made substantial capitalization under - Plant & Machinery and Buildings, pertaining to a new production line at one of its manufacturing facilities.

This area was significant to our audit because:

- of significance of amount capitalized, and

- risk pertaining to the appropriateness of expenditure considered for capitalization

Our procedure in relation to appropriateness of capitalization cost as per Ind AS 16 includes the following:

a) Substantive testing:

- Evaluated the approval of Board of Directors of the Company for new production line.

- Evaluated and tested the design and operating effectiveness of key controls relating to various costs incurred in relation to Property, Plant and Equipment.

- Tested on sample basis expenditures with focus on those items (example purchase cost, borrowing cost, stores and spares, repair & maintenance etc.) that we considered significant due to their amount or nature.

- Verified and tested, on sample basis, amounts capitalized during the year against underlying supporting documents to ascertain nature of costs and whether they meet the recognition criteria specified in Ind AS 16.

- Reviewed the physical verification report of PPE.

- Ensured adequacy of disclosures in the financial statements.

b) Controls testing : Wherever appropriate, our

substantive work was supplemented by controls testing

work which encompassed understanding, evaluating

and testing key controls in respect of review of purchase orders, authorization of assets acquisition, external and plant manager certification, capitalization of pending capital advances, ageing of capital work in progress and allocation of administrative and operative expenditure for capitalization.

Our procedure as mentioned above did not identify any costs that had been inappropriately capitalized.

2.

Accounting for Customer Schemes, discounts and other trade promotional expenditure

(Refer to the accompanying note 23 forming integral part of the Standalone Financial Statements)

In line with normal industry practice and overall objective of increase in the revenue, the Company has varied incentive programs and discount policies in place. These include volume based rebates and schemes and trade spend commitments which are driven by customers achieving sales volume targets agreed with the Company over a pre-determined period.

These rebates and schemes on sales are accounted for as a deduction from revenue and recognized in the period to which it relates in accordance with the customer agreement.

This area was significant to our audit because:

- those areas are subject to judgmental estimates and assessments that are material; and

- these expenses vary with regards to the nature and timing of the activity to which it relates

Our focus was on assessing the accuracy of the expense charged, whether the amount recognized were recorded in the appropriate period and the completeness of the expense.

Our audit work in respect of accounting for customer schemes, discounts and other trade promotional expenditure comprised a combination of substantive testing, control testing and an assessment of the Company’s disclosures in this regard. The audit procedures include the following steps:

a) Substantive testing:

- Tested a sample of underlying agreements to obtain evidence in support of amount and timing of recognition of both customer rebates & other promotional expenditure. This involved evaluating whether the amount & timing of recognition was consistent with the contractual arrangements.

- Critically assessed the judgements taken by the Company in estimating year end accruals for amounts owing to customers. This included retrospective analysis/tests to assess the accuracy of the accruals in previous years, alongside the use of key assumptions of rebate/ discount terms and in the case of volume rebates, the level of sales likely to occur in the period under audit, with reference to historic events.

- Held discussions with the sales teams to understand the complexities, if any of these agreements and any unusual trends in the year.

- Tested post-year end credit notes issued and debit notes received, where applicable, to determine whether specific promotions were appropriately provided for as at the reporting date at the appropriate amount.

b) Controls testing: Wherever appropriate, our substantive work was supplemented by controls testing work which encompassed understanding, evaluating and testing key controls in respect of the approval of customer rebates, discounts and other trade promotional expenditure.

Our procedures as mentioned above did not identify any findings that are significant for the financial statements as whole in respect of accounting for customer schemes, discounts and other trade promotional expenditure

3.

Credit Risk vis-a-vis impairment of trade receivables as per Ind AS 109

(Refer to the accompanying note 11 forming integral part of the Standalone Financial Statements)

The Company continuously monitors defaults of customers and incorporates this information into its credit risks controls. The Company uses Expected Credit Loss model to assess the impairment loss and makes an allowance of doubtful debts using this model.

This area was significant to our audit because:

- Credit risk arises from the possibility that the

Our procedure in relation to appropriateness of judgements used and calculation of allowance of doubtful debts vis-a-vis credit risk controls includes the following:

a) Substantive testing:

- Obtained an understanding of management’s process and evaluated design and tested operating effectiveness of controls around identification of indicators of Impairment vis-a-vis credit risk.

- Tested on sample basis, receivables balances that were provided during the year to determine the accuracy of judgements made by the Company in Expected Credit Loss Model.

customer(s) may not be able to settle their

- Analyzed the significant receivables aged over

obligations.

normal credit period and in particular over one

- Impairment of receivables is a subjective

year by the way of alternate audit procedures like

area due to level of judgement applied by

subsequent realization reconciliations. This also

management in determining the impairment

includes classifying the credit impaired receivables

allowance.

on the basis of external balance confirmations,

ageing of receivables and requirement of write

In addition to above, our focus was on assessing

off that results from possible default events, such

the financial reliability of customers, taking into account the financial conditions, economic trends,

as customer declaring bankruptcy or a litigation decided against the Company.

analysis of historical bad debts and ageing of such

receivables.

- Inspected arrangements and / or correspondences

with the customers to assess the recoverability of long outstanding receivables.

b) Controls testing : Wherever appropriate, our substantive work was supplemented by controls testing work which encompassed understanding, evaluating and testing key controls in respect of Company’s credit management procedures including the controls around credit approvals, established credit terms, and reviewing the payment history.

Our procedures as mentioned above did not identify any findings that are significant for the financial statements as whole in respect of impairment of trade receivables vis-a-vis level of exposure of Company to credit risk from its operating activities.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the annual report, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and Those Charge with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the board of directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless board of director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit 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 (including Other Comprehensive Income), Statement of Change in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

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

e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 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 with reference to standalone financial statements 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 information and according to the explanations given to us:

i. On the basis of written representations received from the management of the Company, the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements- Refer Note No. 37 to the standalone 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.

3. With respect to the matter to be included in the Auditors’ report under Section 197(16):

In our opinion and according to the information and explanation given to us, the Company has paid remuneration to its directors during the year is in accordance with the provisions of and limit laid down under section 197 read with Schedule V of the Act.

i) In respect of fixed assets:

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

b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) On the basis of written representation received from the management of the Company, the title deeds of immovable properties held in the name of the Company are mortgaged with the Banks for securing the long term borrowings and credit limits raised by the Company. In case of immovable properties that have been taken on lease and disclosed as property, plant and equipment in the financial statements, we report that the lease agreement are in name of the Company.

ii) In respect of its inventory:

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 physical verification followed by the management is reasonable. However, we were being informed that physical verification of clay was made on the basis of volume and density which is approximately correct.

b) No material discrepancies were noticed on verification between the physical stocks and the book records.

iii) (a) to (c) According to the information and explanation given to us, the Company had not granted loans, secured or unsecured, to any of the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of paragraph 3(iii) (a) to (c) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

iv) According to the information and explanation given to us, the Company has no transaction of loans, guarantees, and security during the year covered under the provisions of section 185 and 186 of the Companies Act, 2013. Therefore, the provisions of paragraph 3(iv) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

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) On the basis of available information and explanation provided to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014 dated December 31, 2014 (as amended from time to time) to the current operations carried out by the Company. Accordingly, the provisions of paragraph 3(vi) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

vii) In respect to statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, duty of Customs, Goods and Service Tax and any other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, duty of Customs, Goods and Service Tax and any other material statutory dues in arrears as at March 31, 2019 for a period of more than six months from the date they became payable.

b) According to the records of the Company examined by us and the information and explanations given to us, there were no dues of Income Tax or Sales Tax or Goods and Service Tax or Service Tax or duty of Customs or duty of Excise or Value Added Tax which have not been deposited on account of any dispute except the following, which have not been deposited on account of dispute:

Name of the Statute

Nature of Dispute

Amount (in Rs.)

Period

Forum where dispute is pending

U.P. Vat Act

Entry tax and other dues

11,91,100

2000-01 & 2003-04

Allahabad High Court

U.P. Vat Act

Form 3B Misused By Indian Oil Corporation

5,64,710

2000-2001

Tribunal Ghaziabad

U.P. Vat Act

Entry tax and other dues

3,20,813

2002-03

Ghaziabad Tribunal

U.P. Vat Act

Sales Tax Demand

69,189

2003-04

U.P. Vat Act

Sales Tax Demand

10,98,623

2003-04

Allahabad High Court

U.P. Vat Act

Sales Tax Demand

23,94,965

2003-04

U.P. Vat Act

Advance Agst Form C

10,02,338

2011-12

Tribunal Ghaziabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

2,80,000

2013-14

Tribunal Ghaziabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

1,56,600

2016-17

DC Sikandrabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

1,98,650

2016-17

DC Sikandrabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

2,03,000

2016-17

DC Sikandrabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

1,24,700

2016-17

DC Sikandrabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

1,25,000

2016-17

DC Sikandrabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

2,28,838

2016-17

DC Sikandrabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

69,660

2017-18

DC Sikandrabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

55,800

2017-18

DC Sikandrabad

U.P. Vat Act

Vehicle Seizure Order Hearing Notice

10,51,515

2017-18

DC Sikandrabad

Gujrat VAT

Sales Tax Demand

2,80,259

2010-11

Asstt. Comm. of Commercial Tax

Gujrat VAT

Sales Tax Demand

4,72,499

2006-07

Gujarat VAT Tribunal,

Gujrat CST

VAT/CST Demand

5,08,000

2013-14

State Deputy Commissioner, Ahmedabad

Gujrat CST/VST

VAT/CST Demand

19,07,161

2014-15

A.P.VAT Act

Sales Tax demand

4,89,768

2005-06 & 2006-07

High Court of A.P.

Kerala Vat Act

Sales Tax Demand

4,38,904

2005-06

Kerala Vat Act

Sales Tax Demand

26,39,208

2009-10

Assistant commissioner, Ernakulum

Kerala Vat Act

Sales Tax Demand

55,526

2008-09

Kerala Vat Act

OBL Kerala 12-13 under VAT Act

1,16,22,439

2012-13

Kerala Vat Act

BCL Kerala under Vat Act

1,14,512

2012-13

Commissioner (Appeals) DC

A.P.VAT Act

Sales Tax Demand

10,68,317

2009-10

Commissioner (Appeals)

A.P.VAT Act

Sales Tax Demand

10,68,317

2009-10

Goa VAT Act

Sales Tax Demand

3,707

2008-09

Assistant commissioner, Goa

Haryana Vat Act

Sales Tax Demand

1,21,318

2015-16

Commissioner (Appeal)

Mumbai VAT Department

BCL-Mumbai : Tax demand on Vehicle Sale

27,246

2006-07

VAT Officer

Delhi VAT

CST Act’ Self-Asstt demand

9,884

2013-14

VAT Officer

Delhi VAT

Unpaid Challan demand

66,894

2006-07

VAT Officer

Delhi VAT

CST Act’ Asstt demand

1,11,732

2008-09

VAT Officer

Delhi VAT

CST Act’ Asstt demand

2,89,470

2009-10

VAT Officer

Delhi VAT

CST Act’ Asstt demand

2,46,849

2011-12

VAT Officer

Central Excise & Customs Act

Excise & other dues

1,02,69,255

2010-2017

CESTAT, Ahmedabad

Income Tax Act, 1961

Income Tax demand

22,37,194

AY: 1995-96

Gujarat High Court

Income Tax Act, 1961

Income Tax demand

16,92,841

AY: 1990-91

Income Tax Act, 1961

Income Tax demand

7,62,880

AY:2003-04

ITAT, Ahmedabad

Income Tax Act, 1961

Income Tax demand

16,30,483

AY:2003-04

Income Tax Act, 1961

Income Tax demand

3,10,57,825

AY:2011-12

CIT (Appeals), Ahmedabad

viii) On the basis of information and explanation provided to us, the Company has not defaulted in repayment of loans and borrowings to financial institution and bank. The Company has not taken any loan from Government and also has not issued any debentures.

ix) The Company did not raise any money by the way of initial public or further public offer (including debt instruments) during the year. The term loans taken during the year were applied for the purpose for which the same has been raised.

x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi) In our opinion and according to the information and explanation given to us, the Company has paid/ provided managerial remuneration to its directors during the year in accordance with provisions of section 197 read with Schedule V to the Companies Act, 2013 as applicable to the Company.

xii) The Company is not a nidhi company hence the provisions of paragraph 3(xii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

xiii) During the course of our examination of the books and records of the Company, all transactions entered with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of paragraph 3(xiv) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

xv) The Company has not entered into any non-cash transactions with directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of paragraph 3(xvi) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

We have audited the internal financial controls with reference to financial statements of Orient Bell Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the stand alone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

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

Inherent Limitations of Internal Financial Controls with reference to financial statements

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2019, based on “the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For B.R. Gupta & Co.

Chartered Accountants

Firm’s Registration Number 008352N

(Deepak Agarwal)

Place of Signature : New Delhi Partner

Date : 22 May, 2019 Membership No. 073696


Mar 31, 2016

Independent Auditor''s Report

To the Members of M/S ORIENT BELL LIMITED

Report on the Standalone Financial Statements

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

Management''s Responsibility for the Standalone 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.

Auditor''s Responsibility

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

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

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on standalone 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 March 31, 2016, 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, 2016 ("the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the 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 the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 201 6 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”.

(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 information and according to the explanations given to us:

i. On the basis of written representations received from the management of the Company, the Company does not have any pending litigations which would impact its financial position; except for the cases which are disclosed under sub-note "Contingent Liabilities” under Note No. 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.

i) In respect of fixed assets:

The Annexure referred to in independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended March 31, 2016, we report that:

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 at periodic intervals. In accordance with this programme for the year, no material discrepancies were noticed on such verification. In our opinion, such periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) On the basis of written representation received from the management of the Company, the title deeds of immovable properties held in the name of the Company are mortgaged with the Banks for securing the long term borrowings and credit limits raised by the Company.

ii) In respect of its inventory:

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

b) No material discrepancies were noticed on verification between the physical stocks and the book records.

iii) (a) to (c) According to the information and explanation given to us, the Company had not granted loans, secured or unsecured, to any of the Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of paragraph 3(iii) (a) to (c) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

iv) According to the information and explanation given to us, the Company has no loans, guarantees, and security covered under the provisions of section 185 and 186 of the Companies Act, 2013. During the year, Company has made investment in compliance with the provisions of the section 186 of the Companies Act, 2013.

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) On the basis of available information and explanation provided to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014 dated December 31, 2014 to the current operations carried out by the Company. Accordingly, the provisions of paragraph 3(vi) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

vii) (a) The Company is 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 appropriate authorities. Further there were no undisputed outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the records of the Company examined by us and the information and explanations given to us, there were no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax, except the following, which have not been deposited on account of any dispute:

Name of the Statute

Nature of Dispute

Amount (in Rs.

Period

Forum where dispute is pending

U.P. Vat Act

Entry tax and other dues

11,91,100

2000-01 & 2003-04

Allahabad High Court

U.P. Vat Act

Sales Tax

27,40,918

2002-03

Allahabad High Court

U.P. Vat Act

Entry tax and other dues

(1)3,20,813

2002-03

Ghaziabad Tribunal

U.P. Vat Act

Sales Tax

(1)34,594

2003-04

Allahabad High Court

U.P. Vat Act

Sales Tax

10,98,623

2003-04

Allahabad High Court

U.P. Vat Act

Sales Tax

(1)18,94,965

2003-04

Allahabad High Court

U.P. Vat Act

Sales Tax

9,73,790

2004-05

Allahabad High Court

U.P. Vat Act

Sales Tax

12,08,757

2005-06

Allahabad High Court

Name of the Statue

Name of Dispute

Amount (in Rs.) ''

Period

Forum where dispute is pending

U.P. Vat Act

Sales Tax

(1)7,65,898

2006-07

Allahabad High Court

Gujarat Vat

Sales Tax

3,30,568

2010-11

Astt. Commissioner of Commercial Tax

Gujarat Vat

Sales Tax

(1) 3,72,499

2006-07

Gujarat Value Added Tax Tribunal, Ahmedabad

Karnataka Vat

Sales Tax

53,87,496

2012-13

Joint Commissioner (Appeals)

Karnataka Vat

Sales Tax

11,90,173

2013-14

Joint Commissioner (Appeals)

Karnataka Vat

Sales Tax

28,46,280

2014-15

Joint Commissioner (Appeals)

A.P.VAT Act

Sales Tax

4,89,768

2005-06 & 2006-07

High Court of A.P.

A.P.VAT Act

Sales Tax

(1)5,34,158

2009-10

Commissioner (Appeals)

A.P.VAT Act

Sales Tax

(1)9,34,777

2009-10

Commissioner (Appeals)

Delhi Vat Act

Sales Tax

1,11,732

2009-10

Vat Officer

Delhi Vat Act

Sales Tax

2,89,470

2010-11

Vat Officer

Mumbai Vat Act

Sales Tax

27,246

2006-07

Vat Officer

Mumbai Vat Act

Sales Tax

18,394

2008-09

Commissioner of Sales Tax Appeal II

Mumbai Vat Act

Sales Tax

13,14,013

2008-09

Commissioner of Sales Tax Appeal II

Kerala Vat Act

Sales Tax

(1)2,83,774

2005-06

Assistant commissioner, Ernakulam

Kerala Vat Act

Sales Tax

70,87,329

2009-10

Assistant commissioner, Ernakulam

West Bengal Vat Act

Sales Tax

1,47,45,867

2011-12

Jt. Commissioner (Appeal)

Goa Vat Act

Sales Tax

3,707

2008-09

Vat Officer

Haryana Vat Act

Sales Tax

10,433

2013-14

Excise & Taxation Officer-cum-Assessing Authority, Sonepat

Haryana Vat Act

Sales Tax

1,21,318

2015-16

Commissioner (Appeal)-Excise & Taxation Officer

Central Excise & Customs Act

Excise & other dues

(1)6,80,440

2005-2010

CESTAT, Noida

Central Excise & Customs Act

Excise & other dues

6,70,460

2005-2010

Excise Tribunal, Noida

Central Excise & Customs Act

Excise & other dues

1,75,946

2008-09

Commissioner (Appeals) Noida

Central Excise & Customs Act

Excise & other dues

1,73,833

2010-201 1

Commissioner (Appeals) Noida

Central Excise & Customs Act

Excise & other dues

(1)43,66,321

201 1-2012

Commissioner (Appeals) Noida

Central Excise & Customs Act

Excise & other dues

(1)18,10,793

2010-11

Commissioner (Appeals) Noida

Central Excise & Customs Act

Excise & other dues

(1)75,045

2014-15

Commissioner (Appeals) Noida

Central Excise & Customs Act

Excise & other dues

(1)1,28,928

2014-15

Commissioner (Appeals) Noida

Central Excise & Customs Act

Excise & other dues

2,32,056

2005-2010

CESTAT, Ahmedabad

Central Excise & Customs Act

Excise & other dues

1,56,151

2007-2010

CESTAT, Ahmedabad

Name of the Statute

Nature of Dispute

Amount (in Rs.)

Period

Forum where dispute is pending

Central Excise & Customs Act

Excise & other dues

(1)46,61,297

2010-2013

Appellate Tribunal

Central Excise & Customs Act

Excise & other dues

1,1 1,02,931

2011-12

CESTAT, Bangalore

Custom Tariff Act, 1975

Custom Duty

85,00,000

2001-02

CEGAT, New Delhi

Income Tax Act, 1961

Income Tax

16,92,841

AY:1990-91

ITAT, Ahmedabad

Income Tax Act, 1961

Income Tax

22,37,194

AY:1995-96

Gujarat High Court

Income Tax Act, 1961

Income Tax

7,62,880

AY:2003-04

ITAT, Ahmedabad

Income Tax Act, 1961

Income Tax

16,30,483

AY:2003-04

ITAT, Ahmedabad

Income Tax Act, 1961

Income Tax

3,10,57,825

AY:2011-12

CIT (Appeals), Ahmedabad

Income Tax Act, 1961

Income Tax

10,97,511

AY:2009-10

ITAT, Delhi

Income Tax Act, 1961

Income Tax

10,97,511

AY:2009-10

CIT (Appeals), Delhi

Income Tax Act, 1961

Income Tax

8,34,757

AY:2010-11

ITAT, Delhi

(1)Net of amounts paid under protest.

viii) On the basis of information and explanation provided to us, Company has not defaulted in repayment of loans and borrowings to the bank. There were no dues outstanding towards debenture holders as at March 31, 2016.

ix) The Company did not raise any money by way of initial public or further public offer (including debt instruments) during the year. The term loans taken during the year were applied for the purpose for which the same has been raised.

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

xi) The Company has paid / provided managerial remuneration to its directors during the year in accordance with provisions of section 197 read with Schedule V to the Companies Act, 2013 as applicable to the Company.

xii) The Company is not a nidhi company hence the provisions of paragraph 3(xii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

xiii) During the course of our examination of the books and records of the Company, all transactions entered with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the financial statements etc, as required by the applicable accounting standards.

xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of paragraph 3(xiv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

xv) The Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of paragraph 3(xv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of paragraph 3(xvi) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

For S.R. Dinodia & Co. LLP

Chartered Accountants

Firm Regn. No. 001478N/N500005

(Pradeep Dinodia)

Place : New Delhi Partner

Dated : 23rd May, 2016 M. No. 080617


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, 2011

We have audited the attached Balance sheet of M/s Orient CERAMICS and industries Limited, as at 31st march, 2011 and the Profit & Loss account and Cash Flow statement for the year ended on that date annexed thereto. these financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. 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, Profit & 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 2011 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31st march 2011 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, 2011;

ii) in the case of the Profit & 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 AUDITOR’S 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) according to information and explanation given to us, the company had granted loan to one party covered in the register maintained under section 301 of the Companies act, 1956. the maximum amount involved during the year was Rs.13,04,02,707 and the year-end balance of loans taken from such parties was Rs.13,04,02,707.

(b) in our opinion, the rate of interest and other terms and conditions on which loan have been granted to the company is not, prima facie, prejudicial to the interest of the Company.

(c) in respect of the aforesaid, such amount is repayable on demand.

(d) according to information and explanation given to us, the company had taken loan from four parties covered in the register maintained under section 301 of the Companies act, 1956. the maximum amount involved during the year was Rs. 10,32,60,000 and the year-end balance of loans taken from such parties was Rs.10,29,00,000.

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

(f) 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 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 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.

(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, 2011 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:

Name of the Statute Nature of Dispute Amount (Rs.)

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

Local sales tax Act Sales tax 5,98,623

Excise And Other Central Excise Act Dues 1,25,860

Service Tax under the Ordinance Act, 1944 Service Tax 7,66,054

Name of the Statute Period Forum where dispute is pending

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

Local Sales Tax Act 2003-04 High Court

Central Excise Act 2005-06 Assessing Authorities

Service Tax under 2000-01 to 2002-03 Assessing Authorities the Ordinance Act, 1944

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) during the year 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. 01478n

SANDEEP DINODIA Partner M.No.083689

Place: new Delhi Dated: 26th May, 2011


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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