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Auditor Report of Premier Synthetics Ltd.

Mar 31, 2015

1, We have audited the accompanying Financial Statements of PREMIER SYNTHETIC LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and a Summary of Significant Accounting Policies and other Explanatory Information

Management's Responsibility for the Financial Statements

2, The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 principles generally accepted In India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules. 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are 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

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

4, 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.

5, 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 misstatements.

6. 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 (he 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 (hat are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate Internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating (he appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

10. As required by section 143(3) of the Act, we further 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 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompaniesAccounts; Rules 2014.

e) On the basis of written representations received from the directors as on March 31. 2015, and taken on record by me Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014. i. The Company does not have any pending litigations which would impact its financial position,

h. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting an any material foreseeable losses thereon does not arise, iii. Thera has not been, any occasion in case of the Company during the year under report to transfer any suns to the Investor Education and Protection Fund. The question of delay In transferring such sums doss not arise

Annexure referred to in paragraph 9 of Our Report of even date to the Members of PREMIER SYNTHETICS LIMITED ("the Company") on the accounts of the Company for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we re port that

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative detail and situation of fixed assets on the basis of information available.

(b) As explained to us, the management during the year has physically verified the fixed assets 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 verifiestion.

(ii) In respect of its inventories:

(a) As explained to us. the management has physically verified inventories during the year in our opinion the frequency of verification is reasonable

(b) In cur 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 inventories. As explained to us. there was no material discrepancies noticed on physical verification as compared to the book records.

(iii) In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013:

a) The principal amounts are repayable on demand and the loans advances given are interest free

b) In respect of the said loans/advances and interest thereon, there are no overdue amounts.

(iv) In our opinion and according to the information and explanation 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 and fixed assests and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses In such internal control system.

(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

(vi) The Central Government has prescribed maintenance of cost records under section 148(1)of the Companies Act. in respect of products of the Company.

(vii) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues Including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty. Excise Duly. Value Added Tax, Cess and other material statutory dues have been generally deposited regularly with the appropriate authorities in India,

(b) According to the information and explanations given to us there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax and Custom Duty except demand of Excise Duty of Rs. 14.40 lakhs for the financial years 2001 to 2004 raised by The Commissioner of Central Excise, Ahmedabad against which the Company is In appeal before the Central Excise and Service Tax Appellate Tribunal, Ahmedabad.

(c) There has not been any occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund- The question of delay in transferring such sums does not arise.

(viii) The Company has accumulated losses of Rs. 3335.92 lacs at the end of the Current Year (Previous Year Rs. 3351.15 lacs). It did not Incur any cash loss during the current year under report as well as in the immediately preceding previous year.

(ix) According to the explanations and information given to us, the Company does not have any outstanding amount payable to any bank or financial institution or debenture holders as at balance sheet date.

(x) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The term loans raised by the Company have been applied by the Company for the purpose for which such loans were obtained.

(xii) During the course of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepted in India, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For P.C. SURANA & CO. Chartered Accountants (Registration No. 110531W)

(P.C.Surana) Place: Mumbai Partner ?ate: 11th May, 2015 MembershipNo.17136












Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of PREMIER SYNTHETICS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and a Summary of Significant Accounting Policies and other Explanatory Information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including Accounting Standards referred to in Section 211 (3C) 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 free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our Audit. We conducted our Audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of 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 misstatements.

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 risk 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 aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

(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 Profit & 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 Section 227 (4A) of the Act, we give in the Annexure, a Statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

(e) On the basis of the written representations received from the Directors as on March 31, 2013, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2013, from being appointed as a Director in terms of Section 274(1 )(g) of the Act.

Annexure to Independent Auditors'' Report

Referred to in Paragraph 1 under the head of "Report on Other Legal and Regulatory Requirements" of our report of even date. (i) In respect of its fixed assets:

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

(b) As explained to us, the management during the year has physically verified the fixed assets 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 substantial part of its fixed assets during the year except sale of freehold land of its closed manufacturing unit situated at Navi Mumbai and the going concern status of the Company are not affected.

(ii) In respect of its inventories:

(a) As explained to us, the management has physically verified inventories during the year. 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 inventories. As explained to us, there was no material discrepancies noticed on physical verification as compared to the book records.

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

a) The Company has not given any loan to such parties during the year. In respect of loan given to one such party in earlier years, the maximum amount outstanding at any time during the year was Rs. 100.50lacs and the year-end balance is Rs. 100.50 lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of the loans given by the Company are prima facie not prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and the loans given are interest free.

d) .In respect of the said loans and interest thereon, there are no overdue amounts.

e) The Company has taken loans from one such parties during the year, and in respect of loans taken from total seven such parties loan, the maximum amount payable at any time during the year was Rs. 1845.42 lakhs and the year end balance is Rs. 1013.19 lakhs.

f) In our opinion, and according to the information and explanations given to us, the rate of interest and other terms and conditions were not prejudicial to the interest of the Company.

g) The principal amount of the loan was repayable on demand and interest, if any, was also payable on demand.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not. observed any major weaknesses in internal controls.

(v) In respect of transactions covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into 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, where such transactions are in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public. (vii) In our opinion the internal audit system of the Company is adequate commensurate with its size and nature of its business. (viii) The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of products of the Company. (ix) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explana ions 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) According the information and explanations given to us there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax and Excise & Custom Duty.

(x) The Company has accumulated losses of Rs. 3,614.91 lacs at the end of the Current Year (Previous Year Rs.5140.62 lacs). It did not incur any cash loss during the current year under report as well as in the immediately preceding previous year.

(xi) According to the explanations and information given to us, the Company does not have any outstanding amount payable to any bank or financial institution.

(xii) In our opinion and according to the information and explanation given to us, 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.

(xiii) In our opinion the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

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

(xv) The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanation given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) The term loans raised by the Company have been applied by the Company for the purpose for which such loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not used the funds raised on short term basis for long term investment.

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

(xix) The Company does not have any debentures issued at the end of the current year and hence there arises no question of creating any security or charge for that.

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

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For P.C. SURANA & CO.

Chartered Accountants

(Registration No. 110631W)

Sd/-

(SUNIL BOHRA)

Place: Mumbai Partner

Date:28th May, 2013 MembershipNo.39761


Mar 31, 2012

We have audited the attached Balance Sheet of M/s, Premier Synthetics Limited, as at 31st March, 2012 and also the Statement of Profit & Loss and Cash Flow Statement of the Company for the Current Reporting Period ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principals 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. We report that: -

1. 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;

2. In our opinion, the Company has kept proper books of accounts as required by law, so far, as appears from our examination of the books of account;

3. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with this report are in agreement with the books of account;

4. 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;

5- In our opinion and on the basis of the information & explanations given to us and on the basis of the written representations received from the Directors and taken on record, none of the directors of the company 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 Companies Act, 1956;

3, Attention is drawn to the following item in "Note No. "N" Item No.3 regarding non-provision in respect of doubtful Sundry Debtors of Rs. 1849.69 lakhs.

7. Subject to above, 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 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;

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

(ii) in the case of the Statement of Profit & Loss, of the profit of the Company for the Current Reporting Period ended on that date, and

(iii) in the case of the Cash Flow Statement, of the cash flows for the Current Reporting Period ended on that date.

8. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state on the matters specified in paragraphs 4 and 5 of the said Order that;

(i) In respect of its fixed assets:

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

(b) As explained to us, the management during the year has physically verified the fixed assets 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 substantial part of fixed assets during the year except in its manufacturing Unit at Rakhanpur where it has replaced some machineries with Technological advance machineries taken on hire basis and the going concern status of the Company are not affected.

(ii) In respect of its inventories:

(a) As explained to us, the management has physically verified inventories during the year. 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 inventories. As explained to us, there was no material discrepancies noticed on physical verification as compared to the book records.

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

(a) The Company has not granted any loans to such parties during the Current Reporting Period. It has taken loans of Rs.1251.67 lacs from 4 such parties during the Current Reporting Period.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions in respect of loans given or taken to/from such parties in Previous Reporting Periods and in the Current Reporting Period , are prima facie not prejudicial to the interest of the Company,

(c) In respect of loan granted by the Company to one party, the loan is interest free and is repayable on demand. In respect of loans taken by the Company, the loans are interest free and the principal amount is repayable on demand.

(d) There is no overdue amount in respect of loans taken by the Company. In respect of loans given by the Company, these are repayable on demand and therefore She question of overdue amounts does not arise.

(iv)' In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company anti the nature of its business. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of transactions covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into 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, where such transactions are in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion the internal audit system of the Company is adequate commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of products of the Company.

(ix) In respect of statutory dues: '

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, 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, 2012 for a period of more than six months from the date of becoming payable.

(b) According the information and explanations given to us there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax and Excise & Custom Duty.

(x) The Company has accumulated losses of Rs. 5140.62 lacs at the end of the Current Reporting Period (Previous Reporting Period Rs.5417.S8 lacs), it did not incur any cash loss during the Current Reporting Period under report as well as in the immediately preceding Previous Reporting Period.

(xi) According to the explanations and information given to us, the Company does not have any outstanding amount payable to any bank or financial institution.

(xii) In our opinion and according to the information and explanation given to us, 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.

(xiii) In our opinion the Company is not a chit fund or a nidbi /mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

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

(xv) The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanation given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) The terms loans raised by the Company have been applied by the Company for the purpose for which such loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not used the funds raised on short term basis for long term investment,

(xviii) During the current reporting period, the Company has not made any preferential allotment of shares io parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company does not have any debentures issued at the end of the current reporting period and hence there arises no question of creating any security or charge for that.

(xx) The Company has not raised any money by way public issue during the year,

(xxi) in our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For P.O. Surana & Co.

Chartered Accountants

(Registration No.11Q631W)

Sd/-

Sunil Bohra Partner

M.No. 39761

Place : Mumbai.

Dated : 23rd April, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of Ws. Premier Synthetics Limited, as at 31st March, 2011 and also the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principals 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. We report that:-

1. 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.

2. In our opinion, the Company has kept proper books of accounts as required by law, so far, as appears from our examination of the books of account.

3. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report are in agreement with the books of account.

4. In our opinion the Profit & Loss Account and Balance Sheet have complied with the Accounting Standards referred to in Sub Section 3 C of Section 211 of the Companies Act, 1956.

5 The Company is a Sick Industrial Company since 31 March, 2001 within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 and it has been declared so by the Hon 'ble Board for Industrial and Financial Reconstruction ( BIFR ) under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 vide their order dated 16, Feb. 2006 under the direction of the Hon'ble BIFR the Company has submitted a Draft Rehabilitation Scheme (DRS) to IFCI (Operating Agency) and other secured creditors after assignment of financial facilities by certain secured creditors to other parties and the same is under consideration.

6. In our opinion and on the basis of the information & explanations given to us and on the basis of the written representations received from the Directors and taken on record, none of the directors of the company is disqualified as on 31s'March, 2011 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

7. Attention is drawn to the following notes in "Schedule "J" :- Note No. 3 regarding non-provision in respect of doubtful Sundry Debtors of Rs. 1867.03 lakhs.

Note No. 5 regarding non-provision of interest liability of Rs.1790,39 lakhs,

8. Subject to above, 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 notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

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

(ii) in the case of the Profit and Loss Account, of the loss of the Company 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.

9. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state on the matters specified in paragraphs 4 and 5 of the said Order that;

(i) In respect of its fixed assets:

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

(b) As explained to us, the management during the year has physically verified the fixed assets 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 substantial part of fixed assets during the year except in its manufacturing Unit at Rakhanpur where it has replaced some machineries with technological advance machineries taken on hire basis and the going concern status of the Company are not affected.

(ii) In respect of its inventories:

(a) As explained to us, the management has physically verified inventories during the year. 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 inventories. As explained to us, there was no materia! discrepancies noticed on physical verification as compared to the book records.

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

(a) The Company has neither granted nor taken any loans to/from such parties during the year.

(b) In our opinion and according t; the information and explanations given to us, the 'ate of interest, wherever applicable and other terms an conditions in respect of loans given or taken to/from sue" parties in earlier years. are prima facie not prejudice t; the interest of the Company.

(c) In respect of loan granted by the Company to one party. the loan is interest free and is repayable on demand. In respect of loans taken by tie Company, the loan is interest free and the principal. amount is repayable c-r. demand.

(d) There is no overdue amount r respect of loans taken by the Company. In respect of loans given by the Company, these are repayable en demand and therefore the question of overdue amounts does not arise.

(iv) In our opinion and according to the-'cremation and explanatory, given to us, there are adequate internal control procedures commensurate with the size of tire Company and the nature of its business. During the course ;' our audit, we have net observed any major weaknesses .n internal controls.

(v) In respect of transactions cover under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information given to us, the transactions m=;e .r pursuance of contracts or arrangements that need to be entered into 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 -s where such transactions are in excess of Rs. 5 :a«;-s n respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant me.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion the internal; audit system of the Company is adequate commensurate the its size and nature of Its business.

(viii) The Central Government as not prescribed maintenance of cost records under seer:- 209(1 )(d) of the Companies Act. 1956 in respect of procures of the Company.

(ix) In respect of statutory cues

(a) According to the records of the Company, undisputed statutory dues inducing Provident Fund, invests' Education and Protection Fund, Employees' State Insurance, income Tax Sales Tax, Wealth Tax, Customs Duty, Excise Duty. Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information a-,c explanations given to us, no undisputed amounts payable in respect of the aforesaid dues we'e outstanding as at 31st March, 2011 for a period of mere than six months from the date of becoming payable

(b) According the information and explanations given the there are no disputed dues in respect of Sales Tax Income Tax, Wealth Tax, Service Tax and Excise & Custom Duty.

(x) The Company has accumulated losses of Rs. 54.18Crores at the end of the financial year. It did not incur any cash loss during the financial year under report as well as in the immediately preceding financial year.

(xi) According to the explanations and information given to us, the Company has defaulted in repayment of its dues to Banks and Debenture-holders.

(xii) In our opinion and according to the information and explanation given to us, 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.

(xiii) In our opinion the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

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

(xv) The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanation given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has acquired some fixed assets out of the sources generated by its business operating activities. No amount has been paid toward Term Loans during the year.

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

(xix) The Company has created securities in respect of Debentures issued.

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

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For P.C, Surana & Co. Chartered Accountants (Registration No,110631W)

Sunil Bohra Partner M. No. 39761 Place : Mumbai.

Dated : 11th August,2011


Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Premier Synthetics Limited, as at 31st March, 2010 and also the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial, statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principals 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. We report that:-

1. 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.

2. In our opinion, the Company has kept proper books of accounts as required by law, so far, as appears from our examination of the books of account.

3. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report are in agreement with the books of account.

4. In our opinion the Profit & Loss Account and Balance Sheet have complied with the Accounting Standards referred to in Sub Section 3 C of Section 211 of the Companies Act, 1956.

5. The Company is a Sick Industrial Company since 31 March, 2001 within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 and it has been declared so by the Honble Board for Industrial and Financial Reconstruction (BIFR) under the provisions of Sick Inustrial Companies (Special Provisins) Act, 1985 vide their order dated 16, Feb. 2006. The Company has been presently directed by the Honble BIFR to submit a fresh Draft Rehabilitation Scheme (DRS) to IFCl (Operating Agency) and other secured creditors after assignment of financial facilities by certain secured creditors to other parties and the same is under consideration.

6. In our opinion and on the basis of the information & explanations given to us and on the basis of the written representations received from the Directors and taken on record, none of the directors of the company is disqualified as on 31" 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.

7. Attention is drawn to the following notes in "Schedule "J" :-

Note No. 3 regarding non-provision in respect of doubtful Sundry Debtors of Rs. 1867,59 lakhs.

Note No. 5 regarding non- provision of interest liability of Rs. 1472.96 lakhs

6. Subject to above, 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 notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010, (ii) in the case of the Profit and Loss Account, of the profit of the Company 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.

9. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state on the matters specified in paragraphs 4 and 5 of the said Order that;

(i) In respect of its fixed assets:

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

(b) As explained to us, the management during the year has physically verified the fixed assets 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 of Substantia! part of fixed assets during the year and the going concern status of the Company are not affected.

(ii) In respect of its inventories:

(a) As explained to us, the management has physically verified inventories during the year. 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 inventories. As explained to us, there was no materia. discrepancies noticed on physical verification as compared to the book records.

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

(a) The Company has neither granted nor taken any loans to/from such parties during the year.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions in respect of loans given or taken to/from such parties in earlier year, are prima facie not prejudicial to the interest of the Company.

(c) In respect of loan granted by the Company to one party, the loan is interest free and is repayable on demand, in respect of loans taken by the Company, the loan is interest free and the principal amount is repayable on demand.

(d) There is no overdue amount in respect of loans taken by the Company. In respect of loans given by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the si2e of the Company and the nature of its business. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of transactions covered under section 301 of the Companies Act. 1956:

(a) In our opinion and according to the information given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into 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, where such transactions are in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.


(vii) In our opinion the internal audit system of the Company is adequate commensurate with its size and nature of its business,

(viii) The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of products of the Company.

(ix) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, 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 31s1 March, 2010 for a period of more than six months from the date of becoming payable.

(b) According the information and explanations given to us there are no disputed dues in respect of Sales Tax/ Income Tax/ Wealth Tax and any other material statutory dues.

(x) The Company has accumulated losses of Rs. 51.29 Crores and it did not incur any cash loss during the financial year covered by our audit. But it incurred cash losses of Rs 3.03 Crore in the immediately preceding financial year.

(xi) According to the explanations and information given to us, the Company has defaulted in repayment of its dues to Financial Institutions, Banks and Debenture-holders.

(xii) In our opinion and according to the information and explanation given to us, 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.

(xiii) In our opinion the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

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

(xv) The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanation given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the Interest of the Company.

(xvi) The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has acquired some fixed assets out of the sources generated by its business operating activities. No amount has been paid toward Term Loans during the year.

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

(xix) The Company has created securities in respect of Debentures issued.

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

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For P.C. Surana & Co.

Chartered Accountants (Registration No. 110631W)

Sunil Bohra Partner

M. No. 39761 Place : Mumbai. Dated : 29th July, 2010



 
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