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Auditor Report of Polycon International Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of M/s. Polycon International Ltd. (''the Company'') which comprises the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year 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") ( which continue to be applicable in respect of section 133 of the companies Act, 2013 in terms of General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. 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 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 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 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 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 Statement of Profit and Loss, of the Profit of the company for the year ended on that date; and

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

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 the 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 the books of account.

(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 dealt with by this report comply with the Accounting Standards notified under the Act ( which continue to be applicable in respect of section 133 of the companies Act,2013 in terms of General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs)

(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.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report of even date to the members of M/s. Polycon International Ltd. (the Company) for the year ended on 31st March, 2014 We report that :- 1 (a) The Company is maintaining proper records

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

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) The fixed assets disposed off during the year in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

2. In respect of its inventories :

(a) As explained to us, the inventories of raw- material, finished goods, traded goods and stores and spares were physically verified during the year by the Management. In our opinion, having regard to the nature and location of the stocks, 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of the inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. 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 of 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 the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

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

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

9. 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, Customs Duty, Excise Duty, CESS and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 or a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating Rs. 1,09,255 that have not been deposited on account of disputed matters pending before appropriate authorities are -

Sr. Name of the Nature of the Amount No. Statute Dues (Rs.)

1 Rajasthan Sales Tax Sales Tax 97422

2 Central Excise Act,1944 Excise Duty 11833

TOTAL 1,09,255



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

Rajasthan Sales Tax 2000-01 Dy.Commissioner Central Excise Act,1944 2007-08 Dy.Commissioner Central Excise & Customs Appellate Tribunal

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

11. 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 financial institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information''s available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph-4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. In our opinion, and 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 during the year.

16. The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. 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.

19. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the year end.

20. The Company has not raised any monies by way of public issues during the year.

21. 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 explanations 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 any such case by the Management.

FOR A.NATANI & CO. CHARTEREDACCOUNTANTS FIRM REG. NO. 07347C

Place : Jaipur Date : 30.05.2014

ASHOK KUMAR NATANI PARTNER MEMBERSHIP NO. 74692


Mar 31, 2013

REPORT ON FINANCIAL STATEMENTS

We have audited the accompanying financial statements of M/s. Polycon International Ltd. (''the Company'') which comprises the Balance Sheet as on 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

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

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

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

OPINION

In our opinion and to the best of our information and according

to the explanations given to us, the financial statements give 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 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 b 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 Act, we enclose in the annexure a statement of the matters specified in paragraphs 4&5 of the said 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 the 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 the books of account.

( 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 dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956; and

(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.

The Annexure referred to in our report of even date to the members of M/s. Polycon International Ltd. (the Company) for the year ended on 31st March, 2013, We report that :- 1 (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

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

2. In respect of its inventories:

(a) The inventories have been physically verified during the year by the management. 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of the inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. 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 of 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 the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

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

8. We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section(l) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. 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, Customs Duty, Excise Duty, CESS and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st march, 2013 for a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating Rs. 1,95,802 that have not been deposited on account of disputed matters pending before appropriate authorities are -

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

11. 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 financial institutions and banks.

12. In our opinion and according to the explanations given to us and based on the information''s available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund/nidhi/ mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph-4 of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. In our opinion, and 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 during the year.

16. The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. 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.

19. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the year end.

20. The Company has not raised any monies by way of public issues during the year.

21. 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 explanations 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 any such case by the Management.

FOR A.NATANI & CO.

Chartered Accountants

Firm Reg. No. 07347C

Place : JAIPUR

Date : 30.05.2013 ASHOK KUMAR NATANI

PARTNER

MEMBERSHIP No. 74692


Mar 31, 2012

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

2 We conducted 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 (as amended) issued by the Central Government of India in terms of sub-section(4A) . of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4 Further to our comments in the Annexure referred to in paragraph 3 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 purposes of our audit.

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

(c) The Balance Sheet, 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 Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in compliance 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 March 31,2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a directors in terms 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, they said accounts read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2012 ;

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

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

Referred to in Paragraph 3 of the Auditors' Report of even date to the Members of Poly con International Limited on the financial statements as of and for the year ended 31st March, 2012

1 (a) The Company is maintaining proper records

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

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

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

2 In respect of its inventories:

(a) The inventories have been physically verified during the year by the management. 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of the inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3 The Company has neither granted not taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5 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 of 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 the information and explanations given to us, the transactions made in pursuance of contracts/arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6 The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

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

8 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 of India, the maintenance of cost records has been prescribed under clause (d) of sub-section(1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9 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, Customs Duty, Excise Duty, Cess, and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2012 for a period of more than six months from the date of becoming payable.

(b) The disputed statutory dues aggregating Rs. 1,95,802 that have not been deposited on account of disputed matters pending before appropriate authorities are

Sr. Name of the Nature of the Amount Period to which the Forum where dispute is No. Statute Dues (Rs.) amount relates pending

1 Rajasthan Sales Tax Sales Tax 97422 2000-01 Dy. Commissioner

2 Central Excise Act, 1944 Excise Duty 86547 31.10.2001 to Central Excise & Customs 31.01.05 Appellate Tribunal

3 Central Excise Act, 1944 Excise Duty 11833 2007-08 Dy. Commissioner Central Excise & Customs Appel late Tribunal

TOTAOL Rs. 195802

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

11 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 financial institutions and banks.

12 In our opinion and according to the explanations given to us and based on the information's available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the Company is not a chit fund/nidhi/ mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14 The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15 In our opinion, and 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 during the year.

16 The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18 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.

19 The Company has not issued any debentures during the year, and does not have any debentures outstanding as at the year end.

20 The Company has not raised any monies by way of public issues during the year.

21 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 explanations 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 any such case by the Management.

FOR A.NATANI & CO.

Chartered Accountants

Firm Reg. No. 07347C

Place: JAIPUR

Date : 30.05.2012

CA ASHOK KUMAR NATANI PARTNER

M.No. 74692


Mar 31, 2010

We have audited the attached Balance Sheet of POLYCON International Ltd. ("the Company") as at 31st March 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. 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.

1. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors Report) Order, 2003 (as amended), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the said order.

3. 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 such books;

iii) The Balance Sheet, the Profit & 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, the

Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v) On the basis of 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 a Director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

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 significant Accounting Policies, and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India ;

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st t March, 2010.

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

c) In the case of Cash Flow statement of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in Paragraph 3 of our report to the members of Polycon International Ltd. (the company) for the year ended on 31st March,2010. 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 phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such program, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of the fixed assets and therefore, do not affect the going concern status of the company.

(ii) (a) The Inventory has been physically verified during

the year by the management. In our opinion the frequency of verification 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) 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) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of Clauses 4(iii)(a) to (d) of the Companies (Auditors Report) order, 2003 (as amended) are not applicable.

(b) The Company has taken loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 212.86 lacs and the year end balance of loan taken from such party was Rs. 212.86 lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the company.

(d) The loan taken is repayable on demand. As informed, the lender has not demanded repayment of any such loan during the year and thus, there has been no default on the part of the company. The payment of interest has been regular.

(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 purchases of inventory, fixed assets and the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) (a) According to the information and explanations given to us, the company has not entered into any contract or arrangement with other parties, which needs to be entered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding Rupees Five Lakhs in respect of such party during the year have been made at prices, which are reasonable having regards to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

(viii) According to the information and explanations given to us, there is no requirement to maintain cost records U/S 209(1)(d) of the Companies Act, 1956.

(ix (a) According to the information and explanations given to us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities during the year except for sales tax where there have been delays.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax. Sales tax, custom duty, excise duty cess & other material statutory dues were in arrear, as at 31.03.2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, details of dues of sales tax, wealth tax, service tax, customs duty, excise duty, income tax and Cess which have not been deposited as on 31st March, 2010 on account of any dispute are given below :-

Particulars Period to which the Forum where matter Amount amount relates is pending (Rs)

Sales Tax 2000-2001 Dy. Commissioner 97,422.00

Excise Duty 31.10.2001 to Tribunal 86,547.00

31.01.2005

2007-2008 Tribunal 11,833.00

(x) The company does not have any accumulated

loss at the end of the financial year. The company has not incurred cash losses in the financial year and in the financial year immediately preceding such 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 financial institution/bank.

(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, maintaining of records are not applicable.

(xiii) In our opinion, the company is not a chit fund/nidhi/ mutual benefit fund/society. Therefore, the provisions of Clause-4 (Xiii) of order are not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the company does not deal or trade in shares, securities, debentures and other investments. All long term Investments have been held by the company in its own name.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on the information and explanations given to us by the management, the term loans availed by the company during the year have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no fund raised on short-term basis have used for long-term investment. No long term funds have been used to finance short-term assets except permanent working capital.

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

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

(xx) The company has not raised any money by public issue during the year. Accordingly, 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 and according to the information and explanations 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 A.NATANI & CO.

Firm Reg. No. 007347C

Chartered Accountants

Place: JAIPUR

Date : 11.09.2010

CA ASHOK KUMAR NATANI PARTNER M.No. 74692


Mar 31, 2009

We have audited the attached Balance Sheet of POLYCON International Ltd. as at 31st March 2009, the Profit & Loss Account and the Cash Flow State- ment for the year ended on that date annexed thereto which we have signed under reference to this report. 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.

1. We conducted our audit in accordance with au- diting standards generally accepted in India. Those standards require that we plan and per- form the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial state- ments. An audit also includes assessing the ac- counting principles used and significant esti- mates made by the management, as well as evaluating the overall financial statement presen- tation. We believe that our audit provides a rea- sonable basis for our opinion.

2. As required by the Companies (Auditors Re- port) Order, 2003, issued by the Central Govern- ment of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annex- ure, a statement on the matters specified in para- graph 4 & 5 of the said order.

3. 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 such books;

iii) The Balance Sheet, the Profit & 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 and the Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31SI March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of clause (g) of sub- section (1) of section 274 of the Com- panies Act, 1956.

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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2009

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

c) In the case of Cash Flow statement of the Cash Flow for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in Paragraph 3 of our report to the members of Polycon International Ltd. (the company) for the year ended on 31st March,2009. 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 phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of. its assets. In accordance with such program, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of the fixed assets and therefore, do not affect the going concern status of the company.

(ii) (a) The Inventory has been physically verified during the year by the management. In our opinion the frequency of verification 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) 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) (a) The company has granted unsecured loan to one company covered in the register maintained under section 301 of the companies Act, 1956. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the company.

(b) The company has not taken any secured or unsecured loan from companies, firm or parties covered in the register maintained under sec. 301 of the Companies Act, 1956.

(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 purchases of inventory, fixed assets and the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) (a) According to the information and explanations given to us, the company has not entered into any contract or arrangement with other parties, which needs to be entered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding Rupees Five Lakhs in respect of such party during the year have been made at prices, which are reasonable having regards to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

(viii) According to the information and explanations given to us, there is no requirement to maintain cost records U/S 209(1 )(d) of the Companies Act, 1956.



(ix) (a) According to the information and explanations given to us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax. Sales tax, custom duty, excise duty cess & other material statutory dues were in arrear, as at 31.03.2009 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, details of dues of sales tax, wealth tax, service tax, customs duty, excise duty, income t ax and Cess which have not been deposited as on 31st March, 2009 on account of any dispute are given below :-

Particulars Period to which the Forum where matter Amount amount relates is pending (Rs) *

Sales Tax 2000-2001 Dy. Commissioner 97.422.00

ExciseDury 31.10.2001 to Tribunal 86,547.00 31.01.2005

2007-2008 Tribunal 11,833.00

(x) The company does not have any accumulated loss at the end of the financial year. The company has not incurred cash losses in the financial year and in the financial year immediately preceding such 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 financial institution/bank.

(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, maintaining of records are not applicable.

(xiii) In our opinion, the company is not a chit fund/ nidhi/mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanation given to us, the company does not deal or trade in shares, securities, debentures and other investments. All long term Investments have been held by the company in its own name."

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the company, for loans taken by other from banks or financial institution during the year, are not prejudicial to the interest of the company.

(xvi) In our opinion, the term loans availed by the company during the year have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no fund raised on short-term basis have used for long-term investment. No long term funds have been used to finance short-term assets except permanent working capital.

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

(xix) According to the information and explanations given to us during the period covered by our report, the company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xx) The company has not raised any money by public issue during the year. Accordingly, 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 and according to the information and explanations 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 A.NATANI & CO. Chartered Accountants Place : JAIPUR Date : 30.06.2009

CA ASHOK KUMAR NATANI PARTNER M.No. 74692

 
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