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Auditor Report of Rossell India Ltd.

Mar 31, 2015

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

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and reasonableness of the accounting estimates made by the Company's Directors as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

Report on Other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

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

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

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

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

i) The Company has disclosed the impact, if any, of pending litigations as at 31st March, 2015 on its financial position in its standalone financial statements. Refer Note R in Notes to the Balance Sheet.

ii) The Company has made provisions as at 31st March, 2015, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts - Refer Note C in Notes to the Balance Sheet.

iii) There was no amount required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2015.

As referred to in paragraph 1 of our Report on "Other Legal and Regulatory Requirements", we state that:

i. (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management at a reasonable interval. No material discrepancies were noticed on such verification as compared to book records.

ii. (a) The inventory excluding those lying with third parties have been physically verified by the management during the year, at reasonable intervals.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper record of inventory. The discrepancies noticed on verification of stocks as compared to book records were not material and these have been properly dealt with in the books of account.

iii. (a) The Company has granted unsecured loan of Rs. 4.50 lakhs to its wholly owned Subsidiary Company in earlier years,

which is still outstanding. The Company has not granted any loan to any firm or other parties covered in the Register maintained under Section 189 of the Act.

(b) The Loan granted to the Subsidiary Company is interest free.

There is no stipulation with regard to repayment of the balance of the Loan, which is payable on demand.

(c) No overdue amount has arisen as no demand for repayment of the balance in the Loan Account has been made by the Company.

iv. In our opinion and according to the explanations given, internal control procedures for the purchase of inventory and fixed assets and for the sale of goods and services are commensurate with the size of the Company and nature of its business. During the course of audit, we have not noticed any continuing failure to correct the major weaknesses in internal control system.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted Deposits within the meaning of Section 73 to Section 76 of the Act and the Rules framed thereunder.

vi. The Central Government has specified for the maintenance of cost records under sub-sec. (1) of Sec.148 of the Act. We have broadly reviewed the records and Accounts maintained by the Company. We are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of such records to determine whether records are accurate and complete.

vii. (a) According to the information and explanation given to us and on the basis of records of the Company examined by us, we are of the opinion that the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax and cess and other material statutory dues applicable to it.

There is no arrears outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given and records examined by us, there are no dues of Sales Tax or Wealth Tax or Service Tax or duty of Customs, duty of Excise or value added tax, which have not been deposited on account of any dispute except for Income Tax and Cess and the details are as follows:

Amount (Net of On Period to Forum where dispute is pending Account Payment) which the amount relates (Rs in lakhs)

1.49 2010-2011 Commissioner of Income Tax (Appeals)

4.33 2011-2012 Commissioner of Income Tax (Appeals)

54.89 2012-2013 Commissioner of Income Tax (Appeals)

7.13 2013-2014 Customs, Excise & Service Tax Appellate Tribunal

(c) According to the information and explanation given to us and records of the Company, the amounts, which are required to be transferred to the Investor Education and Protection Fund in accordance with relevant provision of the Companies Act, 2013 and rules made thereunder, has been transferred to such fund within time.

viii. The Company has no accumulated losses as at the end of the Financial Year. The Company has not incurred cash losses during the financial year covered by our report or in the immediately preceding financial year.

ix. According to the information and explanations given and on the basis of records examined by us, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not taken loan from any financial institution or raised any money through issue of Debentures.

x. The Company has not given guarantee for loan taken by others from Bank / Financial Institution.

xi. According to information and explanations given to us, in our opinion the term loans taken have been applied for the purpose for which they were obtained.

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

For S.S. Kothari & Co., Chartered Accountants Registration No.302034E

R. K. Roy Chaudhury Place : Kolkata Partner Date : 29th May, 2015 Membership No. 008816


Mar 31, 2014

We have examined the accompanying financial statements of Rossell India Limited (the Company) which comprises the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and summary of significant accounting policy and other explanatory information.

Management Responsibility for the Financial statement

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

Our Responsibility

Our responsibility is to express an opinion on these financial statements based on our examination. We conducted our examination 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 examination 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 auditors'' judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, we considered the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and 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 opinion.

Opinion

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

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

iii) In case of 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 of the Act, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the Order, to the extent applicable to the Company;

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 examination;

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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular No. 15 / 2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.;

e. On the basis of the written representations received from the directors 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 Act.

Annexture

As referred to in paragraph I of our Report on "Other Legal and Regulatory Requirements", we state that:

i. (a) The Company has maintained proper records to show

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

(b) As explained to us, these fixed assets have been physically verified by the management during the year which in our opinion is reasonable having regard to size of the Company and nature of its business. No material discrepancies were noticed on such verification as compared to book records.

(c) Substantial part of the Fixed Assets have not been disposed off during the year.

ii. (a) The inventory excluding those lying with third parties

have been physically verified by the management during the year, at reasonable intervals.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper record of inventory. The discrepancies noticed on verification of stocks as compared to book records were not material and these have been properly dealt with in the books of account.

iii. (a) The Company has granted unsecured loan of Rs 4.50 lakhs to its fully owned Subsidiary Company and the year end balance of such loan is Rs 4.50 lakhs. The Company has not granted any loan to any firm or other parties covered in the Register maintained under Section 301 of the Act.

The Company also maintains a Current Account with the Subsidiary Company and the year end balance of the said Current Account is ''nil''.

The maximum amount due at any time during the year in respect of Loan Account amounts to Rs 4.50 lakhs and in respect of Current Account amounts to Rs 13.32 lakhs.

(b) The outstanding in the Loan Account with the Subsidiary Company is interest free, which, in our opinion, is not prima facie pre-judicial to the Interest of the Company.

(c) There is no stipulation with regard to repayment of the balance in the Loan Account, which is payable on demand.

(d) Therefore, no overdue amount has arisen as no demand for repayment of the balance in the Loan Account has been made by the Company.

(e) The Company has not taken any loan, secured or unsecured, from any Company, firm or other parties covered in the Register maintained under Section 301 of the Act.

iv. In our opinion and according to the explanations given, internal control procedures for the purchase of inventory and fixed assets and for the sale of goods and services are commensurate with the size of the Company and nature of its business. During the course of audit, we have not noticed any continuing failure to correct the major weaknesses in internal control system.

v. (a) According to the information and explanations given to us, the particulars of contract or arrangement referred to in Section 301 of the Act have been so entered in the Register maintained under that section.

(b) I n 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 Act and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard 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 not accepted Deposits from the Public within the meaning of Section 58A and Section 58AA of the Act and the Rules framed thereunder.

vii. The Internal Audit system in existence is commensurate with the size of the Company and nature of its business.

viii. The Central Government has prescribed for the maintenance of cost records under Clause (d) of sub-sec. (1) of Section.209 of the Act. We have broadly reviewed the records and Accounts maintained by the Company. We are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of such records.

ix. (a) According to the information and explanation given to us and on the basis of records of the Company examined by us, we are of the opinion that the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

There is no arrears outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given and records examined by us, there are no dues of customs duty, wealth tax, service tax, excise duty and cess, which have not been deposited on account of any dispute except for Income Tax. The details are as follows:

Amount (Rs in lakhs) Period to which Forum where dispute the amount relates is pending

21.80 2010-201 1 Commissioner of Income Tax (Appeals) 28.42 201 1-2012 Commissioner of Income Tax (Appeals)

x. The Company has no accumulated losses as at the end of the Financial Year. The Company has not incurred cash losses during the financial year covered by our report or in the immediately preceding financial year.

xi. According to the information and explanations given and on the basis of records examined by us, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not taken loan from any financial institution or raised any money through issue of Debentures.

xii. The Company has not granted loans and advances 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, provisions of special statute applicable to chit fund or a nidhi or mutual benefit fund / society are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv. The Company has not given guarantee for loan taken by other from Bank / Financial Institution.

xvi. According to information and explanations given to us and on overall basis, in our opinion the term loans taken have been applied for the purpose 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 funds raised on short-term basis have been used for long-term investment.

xviii. During the year no allotment of shares has been made by the Company.

xix. During the period covered by our audit, the Company has not issued any debentures.

xx. The Company has not raised money by Public Issue during the year.

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

For S.S. Kothari & Co., Chartered Accountants (Registration No.302034E) Place : Camp Delhi Date : 16th May, 2014 P K Bhattacharya Partner Membership No. 15899


Mar 31, 2012

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

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of 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 proper books of accounts as required by law have been kept by the Company so far as appears from our examination of books.

3. The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account.

4. In our opinion, the Balance Sheet as at 31st March, 2012 and Profit and Loss Account for the year ended on that date comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

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

6. 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 Notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

(a) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012,

(b) in the case of the Profit and Loss Account 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.

7. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Government of India under Section 227(4A) of the Companies Act, 1956 (the Act) and on the basis of such checks as we considered appropriate, we further state that :

i. (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management during the year which in our opinion is reasonable having regard to size of the Company and nature of its business. No material discrepancies were noticed on such verification as compared to book records.

(c) Substantial part of the Fixed Assets have not been disposed off during the year.

ii. (a) The inventory excluding those lying with third parties have been physically verified by the management during the year, at reasonable intervals.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper record of inventory. The discrepancies noticed on verification of stocks as compared to book records were not material and these have been properly dealt with in the books of account.

iii. (a) The Company has granted during the year unsecured loans to its Holding Company and also to Subsidiary Company. The Company has not granted any loan to any firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The year end balance of the said loan is Rs. 1.60 lakhs in respect of Subsidiary Company and Rs. 93.00 lakhs in respect of Holding Company. The maximum amount due at any time during the year in respect of said loan amounts to Rs. 1.60 lakhs and Rs. 93.00 lakhs respectively.

(b) The Rate of Interest and other terms and conditions of such unsecured loan given to the Holding Company, in our opinion, are not prima facie pre-judicial to the Interest of the Company. The loan given to Subsidiary Company is interest free.

(c) There is no stipulation with regard to repayment of principal, which is payable on demand. The Interest thereon is generally being paid on quarterly basis.

(d) Therefore, no overdue amount has arisen as no demand for repayment of the principal has been made by the Company.

(e) The Company has taken unsecured loans from three other Companies and from the Chairman and Managing Director covered in the Register maintained under Section 301 of the Companies Act, 1956. The year end balance of loan taken from such parties was Rs. nil and the maximum amount involved during the year was Rs. 574.00 lakhs.

(f) The rate of interest and terms and conditions on which unsecured loans have been taken from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956 are, in our opinion, not prima facie prejudicial to the interest of the Company.

(g) There is no stipulation with regard to repayment of principal and payment of interest on unsecured loans. However, the Company is paying interest amount generally on quarterly / monthly basis.

iv. In our opinion and according to the explanations given, internal control procedures for the purchase of inventory and fixed assets and for the sale of goods and services are commensurate with the size of the Company and nature of its business. During the course of audit, we have not noticed any continuing failure to correct the major weaknesses in internal control system.

v (a) According to the information and explanations given to us, the particulars of contract or arrangement referred to in Section 301 of the Companies Act, 1956 have been so entered in the Register maintained under that section.

(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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard 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 not accepted Deposits from the Public within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and the Rules framed there under.

vii. The Internal Audit system in existence is commensurate with the size of the Company and nature of its business.

viii. The Central Government has prescribed for the maintenance of cost records under Clause (d) of sub-sec. (1) of Sec.209 of the Companies Act, 1956. We have broadly reviewed the records and Accounts maintained by the Company. We are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of such records.

ix. (a) According to the information and explanation given to us and on the basis of records of the Company examined by us, we are of the opinion that the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

There is no arrears outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given and records examined by us, there are no dues of customs duty, wealth tax, service tax, excise duty and cess, which have not been deposited on account of any dispute except for Income Tax. The details are as follows :

- Appeal before the Commissioner of Income Tax (Appeals) for Rs. 70.65 lacs against various disallowances/additions made by the Assessing Officer in his Assessment Order for the Assessment Year 2009-2010.

x The Company has no accumulated losses at the end of the Financial Year. The Company has not incurred cash losses during the financial year covered by our report or in the immediately preceding financial year.

xi. According to the information and explanations given and on the basis of records examined by us, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not taken loan from any financial institution or raised any money through issue of Debentures.

xii. The Company has not granted loans and advances 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, provisions of special statute applicable to chit fund or a nidhi or mutual benefit fund / society are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv The Company had given guarantee for non-fund based facilities provided to a Subsidiary Company by a Bank. Terms and conditions of such guarantee primafacie were not prejudicial to the interest of the Company.

xvi. According to information and explanations given to us and on overall basis, in our opinion the term loans taken have been applied for the purpose 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 funds raised on short-term basis have been used for long-term investment.

xviii. During the year no preferential allotment of shares has been made by the Company to parties / companies contained in the Register maintained under Section 301 of the Companies Act, 1956.

xix. During the period covered by our audit, the Company has not issued any debentures.

xx. The Company has not raised money by Public Issue during the year.

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

For S. S. Kothari & Co.

Chartered Accountants

(Registration No.302034E)

R. K. Roy Chaudhury

Place: Kolkata Partner

Date : 17th May, 2012 Membership No. 8816


Mar 31, 2011

We have audited the attached Balance Sheet of Rossell India Limited (Formerly Rossell Tea Limited) as at 31st March, 2011, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. 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 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 of 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 proper books of accounts as required by law have been kept by the Company so far as appears from our examination of books.

3. The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account.

4. In our opinion, the Balance Sheet as at 31st March, 2011 and Profit and Loss Account for the year ended on that date comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

6. 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 :

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

(b) in the case of the Profit and Loss Account 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.

7. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Government of India under Section 227(4A) of the Companies Act, 1956 (the Act) and on the basis of such checks as we considered appropriate, we further state that :

i. (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of its Fixed Assets.

(b) As explained to us, these fixed assets have been physically verified by the management during the year which in our opinion is reasonable having regard to size of the Company and nature of its business. No material discrepancies were noticed on such verification as compared to book records.

(c) Substantial part of the Fixed Assets have not been disposed off during the year.

ii. (a) The inventory excluding materials in transit and those lying with third parties have been physically verified by the management during the year, at reasonable intervals.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper record of inventory. The discrepancies noticed on verification of stocks as compared to book records were not material and these have been properly dealt with in the books of account.

iii. (a) The Company has not granted during the year any loans secured or unsecured to any company, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, except to a Subsidiary Company, to whom an unsecured loan to the tune of Rs.22.10 lacs has been granted and the year end balance of the said loan is also Rs.247.10 lacs. The maximum amount due at any time during the year in respect of said loan amounts to Rs.268.00 lacs.

(b) The Rate of Interest and other terms and conditions of such unsecured loan in our opinion are not prima facie pre-judicial to the Interest of the Company.

(c) There is no stipulation with regard to repayment of principal, which is payable on demand. The Interest thereon is generally being paid on quarterly basis.

(d) Therefore, no overdue amount has arisen as no demand for repayment of the principal has been made by the Company.

(e) The Company has taken unsecured loans from three other Companies and from the Chairman and the Managing Director covered in the Register maintained under Section 301 of the Companies Act, 1956. The year end balance of loan taken from such parties was Rs.46.00 lacs and the maximum amount involved during the year was Rs.1,544.10 lacs.

(f) The rate of interest and terms and conditions on which unsecured loans have been taken from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956 are, in our opinion, not prima facie prejudicial to the interest of the Company.

(g) There is no stipulation with regard to repayment of principal and payment of interest on unsecured loans. However, the Company is paying interest amount generally on quarterly / monthly basis.

iv. In our opinion and according to the explanations given, internal control procedures for the purchase of inventory and fixed assets and for the sale of goods and services are commensurate with the size of the Company and nature of its business. During the course of audit, we have not noticed any continuing failure to correct the major weaknesses in internal control system.

v. (a) According to the information and explanations given to us, the particulars of contract or arrangement referred to in Section 301 of the Companies Act, 1956 have been so entered in the Register maintained under that section.

(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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard 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 not accepted Deposits from the Public within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and the Rules framed thereunder.

vii. The Internal Audit system in existence is commensurate with the size of the Company and nature of its business.

viii. The Central Government has prescribed for the maintenance of cost records under Clause (d) of sub- sec. (1) of Sec.209 of the Companies Act, 1956. We have broadly reviewed the records and Accounts maintained by the Company. We are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of such records.

ix. (a) According to the information and explanation given to us and on the basis of records of the Company examined by us, we are of the opinion that the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

There is no arrears outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given and records examined by us, there are no dues of customs duty, wealth tax, service tax, excise duty and cess, which have not been deposited on account of any dispute except for Central Sales Tax in Assam. The details are as follows :

- Appeal before the Assam Board of Revenue, Assam for Rs.474.78 lacs on account of rejection of F Forms furnished under Central Sales Tax, 1956 in respect of the year 2003-2004.

x. The Company has no accumulated losses at the end of the Financial Year. The Company has not incurred cash losses during the financial year covered by our report or in the immediately preceding financial year.

xi. According to the information and explanations given and on the basis of records examined by us, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not taken loan from any financial institution or raised any money through issue of Debentures.

xii. The Company has not granted loans and advances 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, provisions of special statute applicable to chit fund or a nidhi or mutual benefit fund / society are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv. The Company has given guarantee for non-fund based facilities provided to a Subsidiary Company by a Bank. Terms and conditions of such guarantee primafacie are not prejudicial to the interest of the Company.

xvi. According to information and explanations given to us and on overall basis, in our opinion the term loans taken have been applied for the purpose 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 funds raised on short-term basis have been used for long- term investment.

xviii. During the year no preferential allotment of shares has been made by the Company to parties / companies contained in the Register maintained under Section 301 of the Companies Act, 1956.

xix. During the period covered by our audit, the Company has not issued any debentures.

xx. The Company has not raised money by Public Issue during the year.

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

For S. S. Kothari & Co.

Chartered Accountants

(Registration No.302034E)

R. K. Roy Chaudhury

Place: Kolkata Partner

Date :18th May, 2011 Membership No. 8816








Mar 31, 2010

We have audited the attached Balance Sheet of Rossell Tea Limited as at 31st March, 2010, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. 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 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 of 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 proper books of accounts as required by law have been kept by the Company so far as appears from our examination of books.

3. The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account.

4. In our opinion, the Balance Sheet as at 31st March, 2010 and Profit and Loss Account for the year ended on that date comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except AS-15 regarding liability for gratuity and superannuation for the transition period pending funding to the tune of Rs.53.50 lacs. (Refer Note No.13/ll)

5. On the basis of the written representations received from the directors 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.

6. 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:

(a) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2010,

(b) in the case of the Profit and Loss Account of the profit for the 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.

7. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Government of India under Section 227(4A) of the Companies Act, 1956 (the Act) and on the basis of such checks as we considered appropriate, we further state that:

i. (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management during the year which in our opinion is reasonable having regard to size of the Company and nature of its business. No material discrepancies were noticed on such verification as compared to book records.

(c) Substantial part of the Fixed Assets have not been disposed off during the year.

ii. (a) The inventory excluding materials in transit and those lying with third parties have been physically verified by the management during the year, at reasonable intervals.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper record of inventory. The discrepancies notited on verification of stocks as compared to book records were not material and these have been properly dealt with in the books of account.

iii. (a) The Company has not granted during the year any loans secured or unsecured to any company, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, except to a Subsidiary Company, to whom an unsecured loan to the tune of Rs. 167.90 lacs has been granted and the year end balance of the said loan is also Rs.258.00 lacs. The maximum amount due at any time during the year in respect of said loan amounts to Rs.258.00 lacs.

(b) The Rate of Interest and other terms and conditions of such unsecured loan in our opinion are not prima facie pre-judicial to the Interest of the Company.

(c) There is no stipulation with regard to repayment of principal, which is payable on demand. The Interest thereon is generally being paid on quarterly basis.

(d) Therefore, no overdue amount has arisen as no demand for repayment of the principal has been made by the Company.

(e) The Company has taken unsecured loans from three other Companies and from the Chairman and the Managing Director covered in the Register maintained under Section 301 of the Companies Act, 1956. The year end balance of loan taken from such parties was Rs. 1,168.95 lacs and the maximum amount involved during the year was Rs.1,322.25 lacs.

(f) The rate of interest and terms and conditions on which unsecured loans have been taken from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956 are, in our opinion, not prima facie prejudicial to the interest of the Company.

(g) There is no stipulation with regard to repayment of principal and payment of interest on unsecured loans. However, the Company is paying interest amount generally on quarterly / monthly basis.

iv. In our opinion and according to the explanations given, internal control procedures for the purchase of inventory and fixed assets and for the sale of goods and services are commensurate with the size of the Company and nature of its business. During the course of audit, we have not noticed any continuing failure to correct the major weaknesses in internal control system.

v. (a) According to the information and explanations given to us, the particulars of contract or arrangement referred to in Section 301 of the Companies Act, 1956 have been so entered in the Register maintained under that section.

(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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard 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 not accepted Deposits from the Public within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and the Rules framed thereunder.

vii. The Internal Audit system in existence is commensurate with the size of the Company and nature of its business.

viii.The Central Government has prescribed for the maintenance of cost records under Clause (d) of sub- sec. (1) of Sec.209 of the Companies Act, 1956. We have broadly reviewed the records and Accounts maintained by the Company. We are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of such records.

ix. (a) According to the information and explanation given to us and on the basis of records of the Company examined by us, we are of the opinion that the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

There is no arrears outstanding statutory dues as at the last day of the financial year for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given and records examined by us, there are no dues of customs duty, wealth tax, service tax, excise duty and cess, which have not been deposited on account of any dispute except for Sales Tax. The details of which are as follows:

1. Appeal before Assistant Commissioner of Commercial Taxes for Rs. 15.76 lacs on account of non-submission of Declaration Form / Purchase Tax under West Bengal Sales Tax Act, 1994 and/or Central Sales Tax Act, 1956 in respect of the year 2004-2005 and 2005-2006.

2. Revision application before the Commissioner of Taxes, Assam for Rs.474.78 lacs on account of rejection of F Forms furnished under Central Sales Tax, 1956 in respect of the year 2003-2004.

x. The Company has no accumulated losses at the end of the Financial Year. The Company has not incurred cash losses during the financial year covered by our report or in the immediately preceding financial year.

xi. According to the information and explanations given and on the basis of records examined by us, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not taken loan from any financial institution or raised any money through issue of Debentures.

xii. The Company has not granted loans and advances 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 I mutual benefit fund/society. Therefore, provisions of special statute applicable to chit fund or a nidhi or mutual benefit fund / society are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv. The Company has given guarantee for non-fund based facilities provided to a Subsidiary Company by a Bank. Terms and conditions of such guarantee prima facie are not prejudicial to the interest of the Company.

xvi. According to information and explanations given to us and on overall basis, in our opinion the term loans taken have been applied for the purpose 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 funds raised on short-term basis have been used for long- term investment.

xviii. During the year no preferential allotment of shares has been made by the Company to parties / companies contained in the Register maintained under Section 301 of the Companies Act, 1956.

xix. During the period covered by our audit, the Company has not issued any debentures.

xx. The Company has not raised money by Public Issue during the year.

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

For S.S. Kothari&Co.,

Chartered Accountants

(Registration No. 302034E)

R.K. Roy Chaudhury

Place : Kolkata Partner

Date : 26th May, 2010 Membership No. 8816



 
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