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Auditor Report of Orient Press Ltd.

Mar 31, 2015

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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 Companies Act, 2015, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 28(a) to the financial statements;

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

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

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

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

(b) According to the information and explanations given to us, fixed assets of the company have been physically verified by the management during the year which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, the inventory of the company has been physically verified by the management at the end of the year except in case of inventory lying with third parties. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. In case of inventory lying with third parties, confirmations have been obtained for inventory held by them at the end of year.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventory and as informed to us, discrepancies noticed on physical verification between the physical stock and book records were not material and have been properly dealt with the books of account.

(iii) The company has not granted any secured or unsecured loan to companies, firms and other parties covered in the register maintained under section 189 of the Act. Therefore, comments under clause 3(iii)(a) and 3(iii)(b) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control systems. However, the same needs to be strengthened.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provision of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under with regard to the deposits accepted. Accordingly, there have been no proceeding before the Company Law Board or National Company Law Tribunal or any court or any other Tribunal in this matter and no order has been passed by any of aforesaid authorities.

(vi) We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the rules made by the Central Government , the maintenance of cost records have been prescribed under section 148 (1) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether they are accurate or complete.

(vii) (a) According to the records of the Company and the information and explanations given to us ,the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid statutory dues were in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable except the following:-

Nature of dues Amount (Rs.) Period to which the amount relates

Rates & Taxes 237944 F.Y. 2006-2007 and 2012-13 to 2014-15

Profession Tax 900 F.Y.2014-15

(b) As at 31st March, 2015, according to the records of the company and the information and explanations given to us, the following are the particulars of disputed dues on account of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess matters that have not been deposited:

Nature of Amount (Rs.) Period to which Forum where dues the amount pending relates

Sales Tax 1181979 * F.Y.2005-2006 Dy. Commissioner of Sales Tax (Appeals)

Income Tax 13,38,075 F.Y.2008-2009 Appeal Effects (Tax Deducted at Source )

* includes Rs.65024/- provided in accounts

(c) The amount required to be transferred by the Company to the 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 neither has any accumulated losses as at 31st March, 2015 nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to its banks. The Company has not obtained any borrowings from any financial institutions or by way of debentures.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xii) Based on the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year ended 31st March, 2015 nor have we been informed of such case by the management.

For B.L. Sarda & Associates Chartered Accountants Firm Registration No. 109266W

(CA B. L. Sarda) Place: Mumbai Partner Date : 26th May, 2015 Membership No. 014568


Mar 31, 2014

We have audited the accompanying financial statements of ORIENT PRESS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 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 notifed under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''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 suffcient 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 March 31, 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 under provisions of section 227(3) of the Companies Act, 1956, 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 notifed under the Companies Act,1956 ( "the Act") read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013 ; and

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

(1) In our opinion and according to the information and explanations given to us, the nature of the Company''s business / activities during the year are such that matters specified in clauses (xiii) and (xiv) of paragraph 4 of the said order do not apply to the company.

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

assets.

(b) According to the information and explanations given to us, fixed assets of the Company have been physically verifed by the Management during the year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on such verifcation.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of fixed assets which could affect the going concern status of the company.

(3) (a) The inventory of the company has been physically verifed by the Management at the end of the year except in case of inventory lying with third parties. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventory followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. In case of inventory lying with third parties, confirmation have been obtained for inventory held by them at the end of year.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory and the discrepancies noticed on physical verifcation between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(4) (a) The company has not granted any secured or unsecured loan to companies, firms and other parties covered in the register maintained under section 301 of the Act during the year. Therefore, comments under clause 4(iii)(a) to (d) of the order are not applicable.

(b) The Company has taken interest bearing unsecured demand loan from four companies (interest bearing) and four other parties (interest free) covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.6,24,58,113/- and the year-end balance of such loans was Rs.3,08,02,506/-.

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

(d) According to the information and explanations given to us, the unsecured loans taken from four Companies and four other parties are without any stipulations as to repayment. However, the company is repaying the principal amount as and when demanded back and is also regular in payment of interest.

(5) 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 for the purchase of inventory, fixed assets and for sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control procedures. However, the same needs to be strengthened.

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

(b) In our opinion and according to the information and explanations given to us, in respect of transactions of purchase of services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of rupees five lakhs in respect of a party during the period, have been made at prices which are reasonable having regard to the prevailing market prices for such goods and services at the relevant time.

(7) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, Section 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. Accordingly, there have been no proceedings before the Company Law Board or National Company Law Tribunal or any Court or any other Tribunal in this matter and no order has been passed by any of the aforesaid authorities.

(8) The Internal Audit is being conducted by a firm of Chartered Accountants appointed by the management and in our opinion, the same is commensurate with the size and nature of company''s business.

(9) We have broadly reviewed the books of account 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 in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

(10) (a) On the basis of information available, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable except the following :

Nature of dues Amount (Rs.) Period to which the amount relates

Rates & Taxes 1,50,000 F.Y. 2006- 2007 and F.Y.2012-2013

Service Tax 1,59,903 F.Y.2011-2012 (since paid on 23/05/2014)

(c) As at 31st March, 2014, according to the records of the company and the information and explanations given to us, the following are the particulars of disputed dues on account of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess matters that have not been deposited:

Sr. No Nature of dues Amount (Rs.) Period to which the Forum where pending amount relates 1 Sales Tax 11,81,979/-* F.Y.2005-06 Dy. Commis sioner of Sales Tax (Appeals)

2 Income Tax (Tax Deducted 13,38,075/- F.Y.2008-09 Commissioner of Income Tax (Appeals) at Source)

*includes Rs. 65,024/- provided in accounts.

(11) The Company do not have any accumulated losses as at 31st March, 2014. The company has not incurred cash losses during the financial year ended on that date and also in the immediately preceding financial year.

(12) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its Banks. The Company has not obtained any borrowings from any financial institutions or by way of debentures.

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

(14) To the best of our knowledge and belief and 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.

(15) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(16) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

(17) According to the information and explanations given to us, the Company has not made any preferential allotment during the year to companies / firms / parties covered in the register maintained under section 301 of the Act.

(18) The Company has not issued any debentures during the year and hence creation of security or charge for the same is not applicable.

(19) The Company has not raised any money by public issue during the year.

(20) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For B.L. Sarda & Associates Firm Registration No.109266W

Chartered Accountants

(CA B.L. Sarda) Partner M. No. 014568

Place : Mumbai Date : 23rd May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of ORIENT PRESS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements. We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matter

We draw attention to Note No. 32 to the fnancial statements regarding non-provision for taxation under section 115JB of the Income Tax Act, 1961, based on expert opinion according to which non rejection of grant of relief u/s 115JB and other reliefs under the said Act by Tax Authorities as directed by the Board of Industrial and Financial Reconstruction (BIFR) in the sanctioned Rehabilitation Scheme for their consideration for which Company has submitted all the details and the matter is pending disposal with them. Further, the writ petition fled by the Income Tax Authorities against the direction of BIFR has been dismissed by Delhi High Court and special leave petition against the said order has been dismissed by Supreme Court. Our opinion is not qualifed in respect of this matter.

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 specifed in paragraphs 4 and 5 of the Order.

2. As required under provisions of section 227(3) of the Companies Act, 1956,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 Proft 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 Proft and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act; and

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

(1) In our opinion and according to the information and explanations given to us, the nature of the Company''s business / activities during the year are such that clauses (xiii) and (xiv) of paragraph 4 of the order are not applicable to the company.

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

(b) According to the information and explanations given to us, fxed assets of the Company have been physically verifed by the Management during the year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on such verifcation.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of fxed assets which could affect the going concern status of the company.

(3) (a) The inventory of the company has been physically verifed by the Management at the end of the year except in case of inventory lying with third parties. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventory followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. In case of inventory lying with third parties, confrmation have been obtained for inventory held by them at the end of year.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory and the discrepancies noticed on physical verifcation between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(4) (a) The company has not granted any secured or unsecured loan to companies, frms and other parties covered in the register maintained under section 301 of the Act during the year. Therefore, comments under clause 4(iii)(a) to (d) of the order are not applicable.

(b) The Company has taken interest bearing unsecured demand loan from four companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.4,46,62,000/- and the year-end balance of such loans was Rs.1,05,19,530/-.

(c) In our opinion, the rate of interest and other terms and conditions on which unsecured demand loans have been taken from four Companies 1isted in the register maintained under section 301 of the Act are not, prima facie, prejudicial to the interest of the company.

(d) According to the information and explanations given to us, the unsecured loans taken from four Companies are without any stipulations as to repayment. However ,the company is repaying the principal amount as and when demanded back and is also regular in payment of interest.

(5) 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 for the purchase of inventory, fxed assets and for sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control procedures. However, the same needs to be strengthened.

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

(b) In our opinion and according to the information and explanations given to us, in respect of transactions of purchase of services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of rupees fve lakhs in respect of a party during the period, have been made at prices which are reasonable having regard to the prevailing market prices for such goods and services at the relevant time.

(7) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, Section 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. Accordingly, there have been no proceedings before the Company Law Board or National Company Law Tribunal or any Court or any other Tribunal in this matter and no order has been passed by any of the aforesaid authorities.

(8) The Internal Audit is being conducted by a frm of Chartered Accountants appointed by the management and in our opinion, the same commensurates with the size and nature of company''s business.

(9) We have broadly reviewed the books of account 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 in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

(10 (a) On the basis of information available, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of investor education and protection fund, 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 except the following

Nature of dues Amount (Rs.) Period to which the amount relates

Works Contract Tax Liability 7,22,220 F.Y. 2002- 2003

Rates & Taxes 75,000 F.Y. 2006- 2007

(c) According to the records of the company and the information and explanations given to us, there are no dues as at 31st March, 2013 on account of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess matters that have not been deposited on account of dispute.

(11) The Company does not have any accumulated losses as at 31st March, 2013. The company has not incurred cash losses during the fnancial year ended on that date and also in the immediately preceding fnancial year.

(12) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its Banks. The Company has not obtained any borrowings from any fnancial institutions or by way of debentures.

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

(14) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or fnancial institutions.

(15) To the best of our knowledge and belief and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(16) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

(17) According to the information and explanations given to us, the Company has not made any preferential allotment during the year to companies / frms / parties covered in the register maintained under section 301 of the Act.

(18) The Company has not issued any debentures during the year and hence creation of security or charge for the same is not applicable.

(19) The Company has not raised any money by public issue during the year.

(20) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.



For B.L. Sarda & Associates

Firm Registration No.109266W

Chartered Accountants



(B.L. Sarda)

Partner

M. No. 014568

Place : Mumbai

Date : 23rd May, 2013


Mar 31, 2012

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

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

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

4. Without qualifying our opinion, we draw attention to Note No. 33 on financial statements regarding non-provision for taxation under section 115JB of the Income Tax Act,1961, based on expert opinion according to which non rejection of grant of relief u/s.115JB and other reliefs under the said Act by Tax Authorities as directed by the Board for Industrial and Financial Reconstruction in the sanctioned Rehabilitation Scheme for their consideration for which Company has submitted all the details and the matter is pending disposal with them .

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

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

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

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

(iv) 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 Act;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the accounting policies and notes on 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, 2012;

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.

(1) In our opinion and according to the information and explanations given to us, the nature of the Company's business / activities during the year are such that clauses (xiii) and (xiv) of paragraph 4 of the order are not applicable to the company.

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

(b) According to the information and explanations given to us, fixed assets of the Company have been physically verified by the Management during the year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of fixed assets which could affect the going concern status of the company.

(3) (a) The inventory of the company has been physically verified by the Management at the end of the year except in case of inventory lying with third parties. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. In case of inventory lying with third parties, confirmation have been obtained for inventory held by them at the end of year.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(4) (a) The company has not granted any secured or unsecured loan to companies, firms and other parties covered in the register maintained under section 301 of the Act during the year. Therefore, comments under clause 4(iii)(a) to (d) of the order are not applicable.

(b) The Company has taken unsecured demand loan from two companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs 6,37,60,200/- and the year-end balance of such loans was Rs 1,93,24,680/-.

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

(d) According to the information and explanations given to us, the unsecured loans taken from two Companies are without any stipulations as to repayment and hence question of regular repayment of principal amounts does not arise.

(5) 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 for the purchase of inventory, fixed assets and for sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures. However, the same needs to be strengthened.

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

(b) In our opinion and according to the information and explanations given to us, in respect of transactions of purchase of goods and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of rupees five lakhs in respect of a party during the period, have been made at prices which are reasonable having regard to the prevailing market prices for such goods and services at the relevant time and in respect of one such party during the year for services obtained from it, no comparison could be made since similar transactions have not been made with other parties.

(7) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, Section 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. Accordingly, there have been no proceedings before the Company Law Board or National Company Law Tribunal or any Court or any other Tribunal in this matter and no order has been passed by any of the aforesaid authorities.

(8) The Internal Audit is being conducted by a firm of Chartered Accountants appointed by the management and in our opinion, the same commensurates with the size and nature of company's business.

(9) We have broadly reviewed the books of account 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 in respect of its products and are of the opinion that, prima facie, the presribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records with a view to determine whether these are accurate or complete.

(10) (a) On the basis of information available, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of investor education and protection fund, 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 except the following :

Nature of dues Amount (Rs) Period to which the amount relates

Sales Tax, Central Sales Tax and Works 16,81,502 November, 2002 onwards

Contract Tax Liability

Rates & Taxes 96,320 September, 2006 onwards

(c) According to the records of the company and the information and explanations given to us, there are no dues as at 31st March, 2012 on account of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess matters that have not been deposited on account of dispute.

(11) The Company does not have any accumulated losses as at 31 st March, 2012. The company has not incurred cash losses during the financial year ended on that date and also in the immediately preceding financial period.

(12) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its Bank. The Company has not obtained any borrowings from any financial institutions or by way of debentures.

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

(14) To the best of our knowledge and belief and 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.

(15) To the best of our knowledge and belief and according to the information and explanations given to us, no term loans were obtained by the company during the year.

(16) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

(17) According to the information and explanations given to us, the Company has not made any preferential allotment during the year to companies / firms / parties covered in the register maintained under section 301 of the Act.

(18) The Company has not issued any debentures during the year and hence creation of security or charge for the same is not applicable.

(19) The Company has not raised any money by public issue during the year.

(20) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For B.L. Sarda & Associates

Firm Registration No.109266W

Chartered Accountants

(S.C. Mantri)

Partner

M. No. 041638

Place : Mumbai

Date : 30th May, 2012


Mar 31, 2010

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

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

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

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

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

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

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

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

(v) On the basis of written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the accounting policies and notes to accounts appearing in schedule "S" 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, 2010;

b. in the case of the Profit and Loss Account, of the profit for the period ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH THREE OF OUR REPORT OF EVEN DATE

(1) In our opinion and according to the information and explanations given to us, the nature of the Companys business / activities during the period are such that clauses (xiii) and (xiv) of paragraph 4 of the order are not applicable to the company.

(2) (a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

(b) According to the information and explanations given to us, fixed assets of the Company have been physically verified by the Management at the end of accounting period which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, the company has not disposed off substantial part of fixed assets which could affect the going concern status of the company.

(3) (a) The inventory of the company has been

physically verified by the Management at the end of accounting period except in case of inventory lying with third parties. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. In case of inventory lying with third parties, confirmation have been obtained for inventory held by them at the end of accounting period.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(4) (a) The company has not granted any secured or

unsecured loan to companies, firms and other parties covered in the register maintained under section 301 of the Act during the accounting period. Therefore, comments under clause 4(iii)(a) to (d) of the order are not applicable.

(b} The Company has taken interest free unsecured ioans from a party and a company

and also interest bearing loan from the said Company covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.3,79,46,626/- and the year-end balance of loans taken from the said party and Company was Rs.3,16,69,581/-.

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

(d) According to the information and explanations given to us, the unsecured loans taken from a party and a Company are without any stipulations as to repayment and hence question of regular repayment of principal amounts does not arise.

(5) 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 for the purchase of inventory, fixed assets and for sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control procedures. However, the same needs to be strengthened.

(6) (a) In our opinion and according to the information

and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the Register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, in respect of transactions of purchase of goods and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of rupees five lakhs in respect of a party during the period, have been made at prices which are reasonable having regard to the prevailing market prices for such goods and services at the relevant time.

(7) in our opinion and according to the information and explanations given to us, the Company has no- accepted any deposits within the meaning of Section 58A and 58AA or any other relevant provisions of the Act and the rules framed thereunder.

(8) The Internal Audit is being conducted by a firm of Chartered Accountants appointed by the management and in our opinion, the same commensurates with the size and nature of companys business.

(9) The Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Act for any of the products manufactured by the company.

(10) (a) On the basis of information available, the

company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it though there has been a delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable except the following :

Nature of dues Amount (Rs.) Period to which the amount relates

Sales Tax, Central 7,30,02,975 March, 1991 Sales Tax and Works onwards Contract Tax Liability

Rates & Taxes 1,78,739 September, 2006 onwards

(c) As at 31st March, 2010, according to the records of the company and the information and explanations given to us, the following are the particulars of disputed dues on account of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess matters that have not been deposited:

Nature of Amount Period to which Forum where dues (Rs.) the amount pending relates

Fringe Benefit 43,033 2006-07 Commissioner Tax Of Income Tax (Appeals)

(11)The Company does not have any accumulated losses as at 31st March, 2010. The company has not incurred cash losses during the financial period ended on that date and also in the immediately preceding financial period.

(12) The Company has not obtained any borrowings from any financial institutions or bank by way of debentures.

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

(14)To the best of our knowledge and belief and 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.

(15)To the best of our knowledge and belief and according to the information and explanations given to us, no term loans were obtained by the company during the period.

(16) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

(17) According to the information and explanations given to us, the Company has not made any preferential allotment during the period to companies / firms / parties covered in the register maintained under section 301 of the Act.

(18)The Company has not issued any debentures during the period and hence creation of security or charge for the same is not applicable.

(19) The Company has not raised any money by public issue during the period.

(20)According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the period.

For B.L. Sarda & Associates

Firm Registration No.109266W Chartered Accountants

(B.L. Sarda)

Partner M. No. 14568

Place : Mumbai Date : 26lh May2010

 
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