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Auditor Report of Rubber Products Ltd.

Mar 31, 2015

We have audited the accompanying Consolidated/Standalone financial statements of THE RUBBER PRODUCTS March, 2015, which comprise the Balance Sheet as at March 31.2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The company's Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to me preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards generally accepted in India including the Accounting Stands is specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies(Accounts) Rule,2014. This responsibility includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of me 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 internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from materia! misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statem nts 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 on the standalone/consolidated financial statement.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to NOTE- 3 regarding provision of excise/ custom duty, Note , Note 6 regarding dues from 'COSMOS India Rubber Work Ltd' and 'BIFR' matter, Note 7 regarding Sundry Debtors including non provision for doubtful debts, Note No. 9 on short provision for gratuity.

Note No.11 on Interest provision and read together with other notes Note 1), the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) In the case of the Profit and Loss Account, of the loss of the company 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 & Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We have 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 bopks ofaccount.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Sec 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of THE RUBBER PRODUCTS LIMITED on the accounts of the company for the year ended 313: March, 2015.

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; 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 verification.

(c) In our opinion and according to the information and explanations given to us, no substantial fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. 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, 2013

(a) According to the information and explanations given to us, the Company has given loan to one associate concern. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. .25,00 Lacs and the yearend balance is Rs.'25.00 Lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the company, are not prirna facie prejudicial to the interest of the company in view of below explanation in3(C)

(c) The principal amounts are repayable but due to order of BIFR was set aside by AAIFR vide it's order dated 06.09.2012 and also directed BIFR to consider the scheme submitted by the Cosmos India Rubber works (P) of revival cum Merger with the company. The terms and conditions of the said loan are primafacie, not prejudicial to the interest of the company. Reference is invited to Note No. 7 of Notes forming part of account.

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

(e) The company has taken loan from two companies and one parties covered in the Register maintained under section 301 of the Companies Act, 1956.The number of parties and amount involved in the transactions are enclosed herewith this statement.

SR No Name of the Person Maximum amount outstanding Closing balance at any time during (Rs. In Lacs) the year { Rs. In Lacs)

1 Boving Fouress Ltd 50,00 50.00

2 Fouress Engineering(I) Ltd 49,69 49 69

3 MrSameerShetty 145.00 145.00

The above include interest free loan Rs.65.00 Lac.

(f) !n our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the company, are riot prima facie prejudicial to the interest of the company.

(g) The principal amount are repayable over a period of time.

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

(i) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section

(j) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act exceeds five lac rupees in a financial year have been made at prices which appear reasonable as per information available with the company.

4. in our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and. the nature of its. business, for the purchase of inventories and fixed assets and payment for expenses and for sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

As per information and explanation given by the management, the company has an internal audit system commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct, major weakness in such internal system.

5. The Company has not accepted any deposits from the public Therefore, provision of ctause(v)of paragraphs of the CARO 2015 are not applicable to company

6. As per information & explanation given by the management. The Company has not maintain cost record as describe by the central government.

7. (a) According to the records, the company is not regular in depositing, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' Slate Insurance, Income-tax, VAT/CST, Profession Tax, Service Tax, Excise Duty, TCS & TNGST cess to the extent applicable with the appropriate authorities. According to the information and explanations given to us there were outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable. The details are as follows :

Sr. No. Particulars Amount (In Rs,) Outstanding for more than 6 month.F.Y, 2014-15

1 Service Tax 10,78,348/-

2 VAT/CST NIL

3 TNGST 73,387/-

4 ESIC 45,219/-

5 Profession Tax 11,81,400/-

7 TCS 18,937/-

Sr. No. Particulars Amount (in Rs.) Outstanding for more than 6 month.F.Y. 2013-14

1 Service Tax 7,29,623/-

2 VAT/CST 3,42,417/-

3 TNGST 73,387/-

4 ESIC 45,219/-

5 Profession Tax 8,12,975/-

7 TCS 8,651/-

b) Details of dues of sales tax, excise duty which have not been deposited as on 31st March,2015 on account of disputes are given below

Sr Name of the Nature of the Dues Amount No Statute (in Lacs)

1. Central Excise Excise duty (Including 68.91 Act,1944 interest and penalty)

----do---- 2.06

---do---- 74.14

2. Central Sales CST & VAT(lncluding tax interest and penalty) 606.62

29.29

31.49

3 The Income Income tax 76.31 tax act,1961 Appeals.

Total 894,66

Sr Name of the Period to which the Forum where No Statute amount relates dispute is pending

1. Central Excise Feb 2000-2003 Appellate Tribunal, Act,1944 West Zonal Bench.

2006-07 & 2007-08 Appellate Tribunal, West Zonal Bench.

March 94-July 2007 Appellate Tribunal, West Zonal Bench.

2. Central Sales tax FY 2008-09 Commissioner of 2009-10 Appeals 2010-11

3 The Income AY-2011-12 Commissioner of tax act,1961

Total

c) The company has not transferred the unclaimed dividend amount to investor protection fund.

8. The company has accumulated loss at the end of the financial year which have exceeded .50% of Net worth. The company has incurred cash loss during the financial year under audit but there were no cash loss in the immediately proceeding financial year.

9. Based-on our audit procedures and on the information and explanations given by the management,1 we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank.or debenture holders.

10. The company has not given any guarantee for loans taken by others from banks and Fis.

11. Based on the information and explanations given to us and on an overai' examination of the Balance Sheet of the Company as at 31st March, 2015, we report that no funds raised on short-term basis have been used for long-term investment by the Company or vice versa.

12. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For J. R. JAIN & Co. Chartered Accountants FRN: 103915W J.P. JAIN Mumbai 28"1 August 2015 (PARTNER) Membership No.: 7293


Mar 31, 2014

We have audited the accompanying financial statements of THE RUBBER PRODUCTS LIMITED as at 31st March, 2014, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13m Septem.ber,2013 of the Ministry of Companies Affairs in respect of Section 133 of the companies Act,2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 said accounts, subject to NOTE- 3(a) regarding provision of excise/ custom duty & 3(b) regarding change in valuation Method, Note 7 regarding dues from ''COSMOS India Rubber Work Ltd''and ''BIFR''matter, Note 9 regarding Sundry Debtors including non provision for doubtful debts, Note No. 11 on provision for gratuity and read together with other notes Note 1), the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of the Profit and Loss Account, of the loss of the company 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 & Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated Wm September, 2013 of the Ministry of Corporate Affairs in respect of Sec 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of THE RUBBER PRODUCTS LIMITED on the accounts of the company for the year ended 31st March, 2014.

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; 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 verification.

(c) In our opinion and according to the information and explanations given to us, no substantial fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. 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 undersection 301 of the CompaniesAct, 1956.

(a) According to the information and explanations given to us, the Company has given loan to one associate concern, The Cosmos( P) Ltd. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 25.00 Lacs and the year end balance is Rs. 25.00 Lacs.

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

(c) The principal amounts are repayable but due to order of BIFR was set aside byAAIFR vide it''s order dated 06.09.2012 and also directed BIFR to consider the scheme submitted by the Cosmos India Rubber works (P) of revival cum Merger with the company. The terms and conditions of the said loan are primafacie, not prejudicial to the interest of the company. Reference is invited to Note No. 7 of Notes forming part of account.

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

(f) The company has taken loan from two companies and one party covered in the Register maintained under section 301 of the Companies Act, 1956.The number of parties and amount involved in the transactions are as under

Sr Name of the Person Maximum amount outstanding Closing balance No at any time during the ( Rs. In Lacs) year ( Rs. In Lacs)

1 Boving Fouress Ltd 50.00 50.00

2 Fouress Engineering (I) Ltd 50.02 49.69

3 Mr Sameer Shetty 15.00 15.00

The above include interest free loan of Rs.65.00 Lac.

(g) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans taken by the company, are not prima facie prejudicial to the interest of the company.

h) Time period of repayment of principal amount are not specified by the parties.

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

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and payment for expenses and for sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act exceeds five lac rupees in a financial year have been made at prices which appear reasonable as per information available with the company.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the CompaniesAct, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, the company has not maintained cost record pursuant to the Companies (Cost Accounting Records) Rules,2011 prescribed by the Central Government under sec 209(1) (d) of the companies Act, 1956.

9. (a) According to the records, the company is not regular in depositing, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, VAT/CST, Profession Tax, Service Tax, Excise Duty, TCS & TNGSTcess to the extent applicable with the appropriate authorities. According to the information and explanations given to us there were outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable. The details are as follows :

Sr. Particulars Amount (In Rs.) Amount (In Rs.) No Outstanding for Outstanding for more than 6 month.F.Y. more than 6 month.F.Y. 2013-14 2012-13.

1 Service Tax (Including Cess) 729623 241667

2 VAT/CST 342417 401917

3 TNGST 73387 73387

4 PF/EPF 0 368024

5 ESC 10275 7369

6 Profession Tax 812975 408225

7 TCS 8651 2929

(b) Details of dues of Sales Tax, Excise Duty which have not been deposited as on 31s1 March,2014 on account of disputes are given below:

Sr Name of the Nature ofthe Dues Amount No Statute (In Lacs)

1. Central Excise Excise Duty 68.91 Act, 1944 (Including Interest & Penalty)

--do-- 2.06

--do-- 74.14

2 Central Sales CST& VAT 29.29 Tax Act, 1956 (Including Interest & Penalty)

3 The Income Tax Income Tax 76.31 Act, 1961

TOTAL 250.71

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

Central Excise Act, 1944 Feb-2000-2003 Appellate Tribunal, West Zonal Bench

Central Sales Tax Act, 2006-07 & 2007-08 Appellate Tribunal, 1956 West Zonal Bench

March 94-July 2007 Appellate Tribunal, West Zonal Bench

Central Sales F. Y-2009-10 Commissioner of Appeals Tax Act 1956

The Income Tax Act, 1961 A. Y-2011 -12 Commissioner of Appeals



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

11. Based on our audit procedures and on the information and explanations given by the management, we are ofthe opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

13. Based on the information and explanations given to us and on an overall examination ofthe Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

14. The Company has not raised any money by public issue during the year.

15. Based on the audit procedures performed and the information and explanations given to us, wereport that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

16. Having regard to the company''s activities during the year, in our view, Para(v), Para(Xii), Para(xiii), Para (xiv), Para(xviii), Para(xix) and Para(xx).

For J.R. JAIN & Co. Chartered Accountants

J.P.JAIN Mumbai. (PARTNER) 5m August, 2014 Membership No. :7293 FRN:103915W


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of THE RUBBER PRODUCTS LIMITED as at 31st March,2013 , which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks ofmaterial 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 said accounts , subject to NOTE-3 regarding provision of excise/ custom duty, Note

No:4 on valuation of Raw materials ,Note 7 regarding dues from ''COSMOS India Rubber Work Ltd'' & ''BIFR'' matter , NOTE -9 regarding Sundry Debtors including non provision for doubtful debts, Note No .11 on provision for gratuity and read together with other notes Note 1), the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Profit and Loss Account, of the loss 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 & Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("CtheOrder"C) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of THE RUBBER PRODUCTS LIMITED on the accounts of the company for the year ended 31st March, 2013. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us the company has taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the companies act, 1956. However terms and conditions are not primafacie prejudical to the interest of the company.

(b) According to the information and explanations given to us the company has granted loan to a company where order of BIFR was set aside by AAIFR vide it''s order dated 06.09.2012. and also directed BIFR to consider the scheme submitted by the Cosmos India Rubberworks (P) of revival cum Merger with the company. The terms and conditions of the said loan are, primafacie, not prejudicial to the interest of the company. Reference is invited to Note No. 7 of Notes forming part of account.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act exceeds five lacs rupees in a financial year.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, the central government has not prescribed maintenance of cost records under section 209(1) (d) of the companies Act ,1956 for the products of the company.

9. (a) According to the records of the company, is not regular in depositing un disputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, VAT/CST, Profession Tax, TCS & TNGST cess, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable with the appropriate authorities.

Excise duty demand of Rs.64,588 is disputed in the appeal before the Tribunal, (CEGAT-W2) and part payment of Rs.32,294/- has been made. The appeal is also filed for waiver of pre- deposit of duty of Rs.3707122/- interest and penalty.

10. The accumulated losses of the company are not more than fifty percent of its net worth at the end of financial year. The company has not incurred cash loss during the year. However In the immediately preceding financial year, the company has incurred cash loss.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

13. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

14. The Company has not raised any money by public issue during the year.

15. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

16. Having regard to the company''s activities during the year, in our view,para-(V),Para ( Xii),Para(xiii),Para (Xiv),Para(xviii), para(xix) and para (xx).

For J.R. JAIN & Co. Chartered Accountants

FRN:103915W J.P. JAIN

(PARTNER)

Mumbai, 29th May, 2013 Membership No. :7293


Mar 31, 2011

1. We have audited the attached Balance Sheet of THE RUBBER PRODUCTS LIMITED as at 31st March, 2011 and the Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 bf 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 the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 dt 12-6- 2003 issued by the Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in para 3 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Companies Act 1956;

(e) Based on the representations made by the Directors as on 31st March, 2011 and taken on record by the Board of Directors, the Directors of the Company do not, prima facie, have any disqualification as referred to in section 274 (I) (g) of the Act.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to Note- 2 regarding provision for excise / custom duty,2 (a), on valuation of Raw Materials Note-7 regarding dues from "Cosmos". Note No-8 regarding Sundry Debtors including non-provision for doubtful debts, and read together with other notes(Schedule-N), give the information required by the Companies Act 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

(ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

(iii) In the case of cash flow statement of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS' REPORT

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

(b) The fixed assets of the Company have been physically verified during the year, by the Management, and no material discrepancies between the book records and the physical inventory have been noticed.

(c) The Company has not disposed off substantial part of its fixed assets during the year.

Fixed assets disposed off during the year were not substantial, and therefore, do not,affect the going concern assumption.

2) (a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of stocks followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company maintains proper records of inventory and no material discrepancy was noticed on physical verification thereof.

3) (a) The Company has taken loan from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. However terms and conditions of loans are not prima facie, prejudicial to the interest of the Company.

(b) The Company had granted Loan to a company where the order passed by BIFR is under appeal with the Appeallate Authority for Industrial & Financial Reconstruction, New Delhi (AAIFR). It is explained that having regard to the specific objects of revival and implementation of BIFR approved scheme, the terms and conditions of the said loan are, prima facie, not prejudicial to the interest of the Company. Reference is invited to Note-7 Schedule 'N'.

4) In our opinion the Company has now ensured adequate internal control procedures commensurate with the size of the Company and the nature of its business for making purchases of inventory and fixed assets and for the sale of goods after one incidence of Fraud instigated by the Company official wherein it was noticed that. Some of the company officials were involved in manipulation of rate of supplies by one of the vendor. Company has filed criminal complaint with the Police and matter is under investigation. Other than above, No other instance of major weakness in internal control has come to our notice.

5) The Company has complied with the directions issued by the Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder, to the extent applicable, in relation to the deposits accepted. There is no default in repayment of deposit and therefore section 58AA is not attracted.

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

7) The Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the products of the Company.

8) a) Based on the Company's records, the Company is regular in depositing undisputed statutory dues including (as applicable) provident funds, Investor education and protection fund, Employee's state Insurance, Income Tax, Sales Tax, Wealth Tax, Customs duty, Excise duty, Cess except in case of Service tax, TCS & TNGST where there are outstanding dues exceeding six months of Rs. 168404/- (Service tax-Rs.89114,TCS-Rs.5904 & TNGST Rs.73387) prev. year Rs.4384549/- (VAT Rs.1472463 TNGST Rs.73386.67, Service Tax Rs.33787.35 and CST Rs.2804912/-) with the appropriate authorities and no such dues are in arrears for a period of exceeding 6 months from the respective due dates as on the last day of the financial year. b) Excise duty demand of rupees. 64588/- is disputed in the appeal before the Tribunal, (CEGAT-W2) and part payment of Rs. 32294/ - has been made.

9) The accumulated losses of the Company are not more than fifty percent of its net worth at the end of financial year. The Company has incurred Cash Profit during the year.

10) The Company has not defaulted in repayment of dues to a financial institution, or bank. The company has not issued any debentures

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

12) The term loans have been applied for the purpose for which the loans were obtained.

13) The funds raised on short term basis have not been used for long term investments and vice-versa during the year.

14) One incidence of Fraud instigated by the Company official wherein it was noticed that some of the company officials were involved in manipulation of rate of supplies by one of the vendor. Company has filed criminal complaint with the Police and matter is under investigation. Loss suffered by the company due to above is yet to be quantified as the relevant information are being collected.

15) Having regard to the company's activities during the year, in our view; para -(v), para (xii).Para (xiii).para (xiv), para (xviii), para (xix) and para (xx) of the order are not applicable

For J. R. JAIN & CO. Chartered Accountants

J.P. JAIN (Partner) (M N-7293) FRN - 103915W Thane, 26th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of THE RUBBER PRODUCTS LIMITED as at 31st March, 2010 and the Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 dt 12- 6-2003 issued by the Government of India in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in para 3 above, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Companies Act 1956;

e) Based on the representations made by the Directors as on 31st March, 2010 and taken on record by the Board of Directors, the Directors of the Company do not, prima facie, have any disqualification as referred to in section 274(l)(g) of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to Note 2 regarding provision for excise / custom duty, Note 2(a), on valuation of Raw Materials Note 7 regarding dues from "Cosmos". Note 8 regarding Sundry Debtors including non-provision for doubtful debts, Note 9 regarding dues to supplier covered under MSME Act and read together with other notes (Schedule-N), give the information required by the Companies Act 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

(ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date;

(iii) in the case of cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1. (a) The Company has maintained proper records to show full particulars,

including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physically verified during the year, by the Management, and no material discrepancies between the book records and the physical inventory have been noticed.

(c) The Company has not disposed off substantial part of its fixed assets during the year. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. (a) The inventory has been physically verified during the year by

the Management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of stocks followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company maintains proper records of inventory and no material discrepancy was noticed on physical verification thereof.

3. (a) The Company has taken loan from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. However terms and conditions of loans are not prima facie, prejudicial to the interest of the Company. (b) The Company had granted Loan to a company where the revival scheme as sanctioned by the Board for Industrial & Financial Reconstruction (BIFR) is under implementation. It is explained that having regard to the specific objects of revival and implementation of BIFR approved scheme, the terms and conditions of the said loan are, prima facie, not prejudicial to the interest of the Company. Reference is invited to Note 7 Schedule N.

4. In our opinion the Company is having adequate internal control procedures commensurate with the size of the Company and the nature of its business for making purchases of inventory and fixed assets and for the sale of goods. No instance of major weakness in internal control has come to our notice.

5. The Company has complied with the directions issued by the Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956 and the rules framed there under, to the extent applicable, in relation to the deposits accepted. There is no default in repayment of deposit and therefore section 58AA is not attracted.

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

7. The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the products of the Company.

8. (a) Based on the Companys records, the Company is regular in

depositing undisputed statutory dues including (as applicable) provident funds, Investor Education and Protection Fund, Employees State Insurance, Income Tax Sales Tax, Wealth Tax, Customs duty, Excise duty, Cess except in case of Sales tax where there are outstanding dues exceeding six months of Rs.43,84,549/ - (VAT Rs.14,72,463/- TNGST Rs.73,386.67, Service Tax Rs.33,787.35 and CST Rs.28,04,912/-) previous year Rs.20,77,515/- (VAT Rs.5,44,815/- and CST Rs. 15,32,700/-) with the appropriate authorities and no such dues are in arrears for a period exceeding 6 months from the respective due dates as on the last day of the financial year. (b) Excise duty demand of Rs.64,588/- is disputed in the appeal before the Tribunal, ( CEGAT-W2) and payment of Rs.32,294/- has been made. Excise department has made demand of Rs.18,83,152/- on account of interest while company has paid Rs.12,62,851/- against the same and balance amount of Rs.5,52,012/- is disputed by the company due to difference in calculation and therefore company has not made any provision for the same in the books of accounts.

9. The accumulated losses of the Company are not more than fifty percent of its net worth at the end of financial year.

10. The Company has not defaulted in repayment of dues to financial institution, or bank. The company has not issued any debentures.

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

12. The term loans have been applied for the purpose for which the loans were obtained.

13. The funds raised on short term basis have not been used for long term investments and vice-versa during the year.

14. No fraud on or by the company has been noticed or reported during the year.

15. Having regard to the companys activities during the year, in our view; para (v), para (xii), para (xiii), para (xiv), para (xviii), para (xix) and para (xx) of the order are not applicable.

For J. R. Jain & Co. Chartered Accountants

J. P. Jain Partner M. N. 7293 Thane, 26th May, 2010