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Auditor Report of Sam Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SAM INDUSTRIES LIMITED (The Company), which comprises the Balance sheet as at 31stMarch, 2015 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

The Company's Board of Directors is responsible for matters stated in Section 134(5) of the Companies Act, 2013 ("The Act") with respect to the preparation of theses financial statements that give a true and fair value of the financial positions, financial performance and cash flows of the company in accordance with the accounting standards referred to in section 133 of the Act, read with rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; 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 financial statements based on our audit, We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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 the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its Loss and its 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, 2015 ("the order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 we give in the annexure a statement on the matters specified in paragraphs 3 and 4 and 5 of the order to the extent applicable.

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 appears from our examination of those books of the Company.

c. The Balance Sheet and statement of Profit and Loss Account and Cash Flow statement dealt with by these reports are in agreement with the books of account of the Company.

d. In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow statement dealt with by this report comply with the account standards specified under section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014.

e. On the basis of written information received from the directors of the Company and taken on record by the Board of Directors as on 31st March 2015, and the information and explanations given to us, we report that none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of subsection (2) of section 164 of the Act.

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note No. 36 to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

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

Annexure referred to in our Independent Auditor's Report to the Members of the Company on the Financial Statements for the year ended 31st March, 2015 we report that:

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

(b) The fixed assets of the Company have been physically verified by the management at reasonable intervals. As informed to us, no discrepancies have been noticed on such verification.

ii. (a) As explained to us, the inventory of the Company has been physically verified during the year by the management. In our opinion the frequency of the verification is reasonable.

(b) According to the information and explanation given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

(c) In our opinion and information and explanation given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records.

iii. According to the information's and explanations given to us the Company has not granted any loans, secured or unsecured, to companies, firms, or other parties covered in the register maintained under section 189 of the Companies Act, 2013, hence the clause 3(iii) does not apply to the Company

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

v. In our opinion and according to the information and explanations given to us, the company has not accepted deposit from public with the meaning of Section 73 to 76 or any other relevant provision of the Companies Act 2013.

vi. According to information and explanations given to us as the company has discontinue its Soya Manufacturing Activities in Previous year, hence cost records as prescribed under sub-section (1) of section 148 of the Companies Act does not required to be maintained by the Company.

vii. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is regular in depositing statutory dues of Provident Fund, Employee state Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Value added Tax, cess and any other statutory dues with the appropriate authorities. However Service Tax has been deposited with slight delay and there is no amount outstanding as on 31.03.2015 on account of Service Tax.

(b) According to the information and explanations given to us, there are no undisputed statutory dues of Provident Fund, Employee state Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Value added Tax, cess and any other statutory dues with the appropriate authorities except land diversion tax of Rs.6,32,334/- (Pre. Year Rs.6,32,334/-) outstanding for a period of more than six months from the date they became payable, as per books of accounts as at 31st March, 2015.

(c) According to the Information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited with the appropriate authorities on account of any dispute.

(d) According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 2013.

viii. The company does not have accumulated losses as at 31st March, 2015. The Company has incurred Cash Loss during the financial year covered by our audit; however the company has cash profit in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company did not have any outstanding dues to financial institutions, banks on debenture holder during the year.

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

xi. To the best of our knowledge and belief, and according to the information and explanations given to us, the company has not raised any term-loans during the year under audit. Hence, paragraph 3 (xi) of the Order is not applicable.

xii. To the best of our knowledge and belief and according to the information and explanations given to us, we report that no material fraud on or by the company has been noticed or reported during the year.

ForM.MEHTA & COMPANY

Chartered Accountants

Firm Regn. No. 000957C

CA P R Bandi

(Partner) Place: Indore M. No. 016402

Dated: 28.05.2015


Mar 31, 2014

We have audited the accompanying financial statements of Sam Industries Limited which comprises of the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 and

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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

Annexure To The Auditors'' Report

Annexure Referred to in paragraph 1 of our Audit report of even date on the accounts for the year ended 31st March 2014 of Sam Industries Limited As required by the companies (Auditors report) order 2003 issued by the Company law Board in the terms of section 227(4A) of the Companies Act 1956, we have further to report that: -

1. (a) In respect of fixed assets; the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These Fixed Assets have been physically verified by the management, in accordance with the programme of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

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

2. (a) As explained to us, the inventory of the Company has been physically verified during the year by the management. In our opinion the frequency of the verification is reasonable.

(b) According to the information and explanation given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

(c) In our opinion and information and explanation given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records.

3. (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company and hence not commented upon.

(b) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company and hence not commented upon.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements or transactions referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under Section 301 of the companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the companies Act, 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public in contravention with the provisions of Section 58-A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of any deposits.

7. The Company has an Internal Audit System, which in our opinion is adequate and commensurate with the size of the Company and nature of its business.

8. Accordingly to the information and explanation given to us, as the company has discontinue its Soya manufacturing activities during the year, hence cost records as prescribed u/s 209 1(d) of the Companies Act 1956 does not require to be maintained by the Company.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing provident fund and employees state insurance with appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income-tax, sales tax, wealth-tax, service-tax customs duty, excise duty, cess as on 31.3.2014 were outstanding for a period of more than six months from the date they became payable except land diversion tax of Rs. 632334/- (Previous Year Rs. 6,32,334/-). However, service tax has been deposited with slight delays and there is no amount outstanding as on 31.3.2014 on account of Service Tax.

(c) As on 31st March 2014, According to the records of the company and the information and explanations given to us, the following are the particulars of dues on account of Income tax, Excise Duty, Cess, Sales Tax Service Tax Custom duty and wealth Tax matters that have not been deposited on account of disputes:-

Sr. Name of the Nature of Dues Amount Forum where No. Statute Disputed (in Rs.) pending

1 M.P. Commercial Sales tax 6,89,000/- Deputy Commissioner tax Act 1994 Demand Appeal

2 M.P. Entry Tax Entry Tax 96,000/- Deputy Commissioner Act demand Appeal

10. The Company has made cash profit during the financial year covered by our audit and also in the immediately preceding financial year. The company has no accumulated losses at the end of the financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the other provisions of clause 4 (xii) of the companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

15. In our opinion, according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

16. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

17. According to the information and explanation given to us, the company has not taken any term loans during the year.

18. According to the information and explanations given to us and an overall examination of the Balance Sheet of the company, we report that funds raised on short-term basis, have been used for short term purpose only.

19. The Company has not made preferential allotment of share to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year covered by our audit.

20. The company has not issued any debentures during the year under review.

21. The company has not raised any money by public issues during the year under review.

22. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M. Mehta and company Chartered Accountants Firm Reg. No.000957C

Place: Indore CA Atul Sharma Date: 30/05/2014 (Partner) M. No.075615


Mar 31, 2013

We have audited the accompanying financial statements of Sam Industries Limited which comprises of the Balance Sheet as at March 31, 2013, and the Statement of profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility

Management is responsible for the Preparation fo these financial statements that give a true and fair view of the financial position and financial performance in accordance with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 . 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.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on auditing issued by the Institute of Chartered Accounts of India. Those Standard require that comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statement 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 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 companys preparation and faire 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 explanation given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principle 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 and

(b) in the case of the Statement, of Profit and Loss, of the Profit for the year ended on that date.

(c) in the case of the Cash Flow Statement of the cash flows for the year ended on that date

1. As required by the Companies (Auditor) issue by the Central Government of India in terms of sub selection (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c) The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standard 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 director 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; Annexure Referred to in paragraph 1 of our Audit report of even date on the account for the year ended 31st March 2013 of Sam Industries Limited

As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in the terms of Section 227 (4A) of the Companies Act 1956, we have further to report that:- 1. (a) In respect of fixed assets; the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management in accordance with the programme of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

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

2. (a) As explained to us, the inventory of the Company has been physically verified during the year by the management.

In our opinion the frequency of the verification reasonable.

(b) According to the information and explanation given to us in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business

(c) In our opinion and information and explanation given to us, the Company is maintaining proper record or inventory and no material discrepancies were noticed on verification between the physical Stock and book records except evaporation of Hexane of Rs. 11,88,770/- which has been adjusted by debiting to Loss on Shortage Account.

3. (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (a) to (d) of the companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company and hence not commented upon.

(b) According the information and explanations given to us, the company has not taken any loans secured of unsecured to companies firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (a) to (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company ans hence not commented upon.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements or transactions referred in section 301 of the companies Act., 1956 have been entered in the register required to be maintained under section 301 of the companies act, 1956.

(b) In our opinion and according to the information and explanation given to us, transactions made in pursuance of contracts or arrangements entered in register maintained under Section 301 of the Companies Act. 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit from public in contravention with the provision of Section 58-A and 58AA or any other relevant provision of the Act and the companies (Acceptance of Deposits) Rules 1975. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of a ny deposits.

7. The Company has an Internal Audit System, which in our opinion is adequate and commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the Cost Records maintained by the Company pursuant to the Companies (Cost According Records) Rules, 2011 prescribed by the Central Government u/s 209 (1) (d) of the companies Act 1956 and are of the opinion that prima facie the prescribed Cost Records have been maintained wherever applicable. We have, however not made a detailed examination of the Cost Records with a view to determine whether they are accurate or complete

9. (a) According to the information and explanation given to us. the Company is generally regular in depositing provident fund and employees state insurance with appropriate authorities during the year.

10. The Company has made cash profit during the financial year covered by our audit and also in the immediately preceding financial year. The company has no accumulated losses at the end of the financial year.

11. in our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks during the year.

1t 2. According to the information and explanations givenh to us, the Company has not granted any loans and advances o ne basis of security by way of pledge of shares, debentures and other securities. Therefore the other provision of clause 4 (Xii) of the companies (Auditors Report) Order, 2003 are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi benefit fund / society. Therefore, the provision of clause 4 (Xiii) of the companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion, according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the company has not given any guarantees of loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, company has not taken any term loans during the year.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet of the company, we report that fund raised on short-term basis, have been used for short term purpose only.

18. The company has not made preferential allotment of share to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year Covered by our audit.

19. The Company has not issued any debentures during the year under review.

20. The Company has not raised any money by public issues during the year under review.

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M. Mehta and Company

Chartered Accountants

Firm Reg. No. 000957C

Place: Indore CA Nitin Bandi (Partner)

Date: The 30th day of May 2013 M.No. 400394


Mar 31, 2012

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

2. We conducted our audit in accordance with 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

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

v.) On the basis of written representations received from the directors, as on 31st March 2012, and taken on record by the Board of Directors, 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.

vi) 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 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:

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

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

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

ANNEXURE TO THE AUDITOR'S REPORT Annexure Referred to in paragraph 1 of our Audit report of even date on the accounts for the year ended 31st March 2012 of Sam Industries Limited

As required by the companies (Auditors report) order 2003 issued by the Company law Board in the terms of section 227(4A) of the Companies Act 1956, we have further to report that: -

1. (a) In respect of fixed assets; the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These Fixed Assets have been physically verified by the management, in accordance with the program of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

(c) During the year, in our opinion, no substantial part of fixed assets has been disposed off by the company.

2. (a) As explained to us, the inventory of the Company has been physically verified during the year by the management. In our opinion the frequency of the verification is reasonable.

(b) According to the information and explanation given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

(c) In our opinion and information and explanation given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records.

3. (a) The Company has not granted unsecured loans to parties covered in the Register maintained under Section 301 of the Companies Act, 1956, hence clause (a) to (c) does not apply.

(b) The Company has Outstanding unsecured loans, from one of the Ex - directors and the company has taken fresh loan from ane of the directors during the year. The Outstanding year - end balance was Rs. 19,50,000/- and the maximum Outstanding balance during the year was Rs. 49,00,000/- (c ) In our opinion, the terms of this loan is prima facie not prejudicial to the interest of the company and is free of interest.

(d) The loan taken from the aforesaid party covered in the register u/s 301 of the companies Act is repayable on demand.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements or transactions referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under Section 301 of the companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the companies Act, 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public in contravention with the provisions of Section 58-A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of any deposits.

7. The Company has an Internal Audit System, which in our opinion is adequate and commensurate with the size of the Company and nature of its business.

8. The Central Government has prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 in respect of refining activities of the Company. We are informed that no such accounts and records were required to be maintained as the refining activities have already been closed during the pervious year.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing provident fund and employees state insurance with appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income-tax, sales tax, wealth-tax, service-tax customs duty, excise duty, cess as on 31.3.2012 were outstanding for a period of more than six months from the date they became payable except land diversion tax of Rs. 6,32,334/- (Previous Year Rs. 12,64,668/-)

(c) As on 31St March 2012, According to the records of the company and the information and explanation s given to us, the following are the particulars of dues on account of Income tax, Excise Duty, Cess, Sales Tax Service Tax Custom duty and wealth Tax matters that have not been deposited on account of disputes:-

Sr. No. Name of the Statute Nature of Dues Disputed Amount (In Rupees) Forum where pending

Deputy Commissioner 1 M.P. Commercial tax Act, 1944 Sales Tax Demand 6,89,000/- Appeal

Deputy Commissioner 2 M.P. Entry Tax Act Entry Tax Demand 9,60,000/- Appeal

10. The Company has made cash profit during the financial year covered by our audit and also in the immediately preceding financial year. The company has no accumulated losses at the end of the financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the other provisions of clause 4 (xii) of the companies (Auditor's Report) Order, 2003 are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion, according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the company has not taken any term loans during the year.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet of the company, we report that funds raised on short-term basis, have been used for short term purpose only.

18. The Company has not made preferential allotment of share to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year covered by our audit.

19. The company has not issued any debentures during the year under review.

20. The company has not raised any money by public issues during the year under review.

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M. Mehta and company Chartered Accountants FirMreg. No.000957C

(P. R. Bandi) Place: Indore

(Partner)

Date: The 28th day of May, 2012 M. No.16402


Mar 31, 2010

1. We have audited the attached Balance Sheet of Sam Industries Limited (the Company) as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

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

v) On the basis of written representations received from the directors, as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

vi) 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 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:

vii) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT

Annexure Referred to in paragraph 1 of our Audit report of even date on the accounts for the year ended 31st March 2010 of Sam Industries Limited.

As required by the companies (Auditors report) order 2003 issued by the Company law Board in the terms of section 227(4A) of the Companies Act 1956, we have further to report that :-

1. (a) In respect of fixed assets; the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These Fixed Assets have been physically verified by the management, in accordance with the programme of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

(c) During the year, in our opinion, no substantial part of fixed assets has been disposed off by the company.

2. (a) As explained to us, the inventory of the Company has been physically verified during the year by the management. In our opinion the frequency of the verification is reasonable.

(b) According to the information and explanation given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

(c) In our opinion and information and explanation given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records.

3. (a) The Company has not granted unsecured loans to parties covered in the Register maintained under Section 301 of the Companies Act, 1956, hence clause (a) to (c) does not apply.

(b) The Company has taken unsecured loans, from one of the directors. The outstanding year end balance was Rs. 49,00,000 and the maximum outstanding balance during the year is Rs. 49,00,000/-.

(c) In ou. opinion, the terms of this loan is prima facie not prejudicial to the interest of the company and is free of interest.

(d) The loan taken from the aforesaid party covered in the register u/s 301 of the companies Act is repayable on demand.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During tile course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements or transactions referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under Section 301 of the companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the companies Act, 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public in contravention with the provisions of Section 58-A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of any deposits.

7. The Company has an Internal Audit System, which in our opinion is adequate and commensurate with the size of the Company and nature of its business.

8. The Central Government has prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 in respect of refining activities of the Company. We are informed that such accounts and records have been maintained. However, we have not made a detailed examination of such accounts and records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing provident fund and employees state insurance with appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income-tax, sales tax, wealth-tax, service-tax customs duty, excise duty, cess as on 31.3.2010 were outstanding for a period of more than six months from the date they became payable except land diversion tax of Rs. 9,48,501/- (Previous Year Rs.6,32,334/-)

(c) As on 31St March 2010, According to the records of the company and the information and explanation s given to us, the following are the particulars of dues on account of Income tax, Excise Duty, Cess, Sales Tax Service Tax Custom duty and wealth Tax matters that have not been deposited on account of disputes:-

Sr. No. Name of the Statute Nature of Dues Disputed Amount (Rs. In lacs) Forum where pending 1 M.P. Commercial tax Act, 1944 Sales Tax Demand 6.89 Deputy Com missioner Appeal

2 M.P. Entry Tax Act Entry Tax Demand 0.96 Deputy Com missioner Appeal

10. The Company has made cash profit during the financial year covered by our audit and also in the immediately preceding financial year. The company has no accumulated losses at the end of the financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the other provisions of clause 4 (xii) of the companies (Auditors Report) Order, 2003 are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion, according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the company has not taken any term loans during the year.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet of the company, . we report that funds raised on short-term basis, have been used for short term purpose only.

18. The Company has not made preferential allotment of share to parties and Companies covered in the register maintained . under Section 301 of the Companies Act, 1956 during the year covered by our audit.

19. The company has not issued any debentures during the year under review.

20. The company has not raised any money by public issues during the year under review.

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M. Mehta and company Chartered Accountants

(Nitin Bandi)

Place: Indore (Partner)

Date: The 28th day of May, 2010 Firm Reg. No. 000957C M. No.400394


Mar 31, 2009

We have audited the attached Balance Sheet of Sam Industries Limited as at 31st March 2009, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to in paragraph 3 above, 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 purposes of our audit;

2) 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.

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

4) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Row Statement dealt with by this report subject to notes on accounts at Schedule 25, comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

5) on the basis of written representations received from the directors, as on 31st March 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

6) 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 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 2009;

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

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

ANNEXURE TO THE AUDITORS REPORT

Annexure Referred to in paragraph 1 of our Audit report of even date on the accounts for the year ended 31st March 2009 of Sam Industries Limited

As required by the companies (Auditors report) order 2003 issued by the Company law Board in the terms of section 227(4A) of the Companies Act 1956, we have further to report that: -

1. (a) In respect of fixed assets; the Company has maintained proper records showing full particulars Including quantitative details and situation of fixed assets.

(b) These Fixed Assets have been physically verified by the management, in accordance with the programme of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of Its assets.

(c) During the year, in our opinion, no substantial part of fixed assets has been disposed off by the company.

2. (a) As explained to us, the inventory of the Company has been physically verified during the year by the management. In our opinion the frequency of the verification is reasonable.

(b) According to the information and explanation given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

(c) In our opinion and information and explanation given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records.

3. (a) The Company has granted unsecured loans to one Company covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved in the year was Rs. 10,23,721/- (Rs. 10,23,721/-) and the year-end balance was Rs. NIL(Rs. 10,23,721/-)

(b) As per Information & explanation given to us, no interest has been charged on the Loans given to company covered in the Register maintained under Section 301 of the Companies Act, 1956.

(c) In respect of loans granted, there are no stipulations with regard to repayment of principal amounts. These loans are repayable on demand. Hence we are unable to comment on the overdue status of such loans.

(d) The Company has taken unsecured loans, from one of the directors. The outstanding year end balance was Rs. 49,00,000 and the maximum outstanding balance during the year is Rs. 51,63,842/-.

(e) In our opinion, the terms of this loan is prima facie not prejudicial to the interest of the company and is free of interest. (0 The loan taken from the aforesaid party covered in the register u/s 301 of the companies Act is repayable on demand.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements or transactions referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under Section 301 of the companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the companies Act, 1956 have been made at prices which are prima fade reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the Information and explanations given to us, the Company has not accepted any deposit from public in contravention with the provisions of Section 58-A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of any deposits.

7. The Company has an Internal Audit System, which in our opinion is adequate and commensurate with the size of the Company and nature of its business.

8. The Central Government has prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 in respect of refining activities of the Company. We are informed that such accounts and records have been maintained. However, we have not made a detailed examination of such accounts and records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing provident fund and employees state insurance with appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income-tax, sales tax, wealth-tax, service-tax customs duty, excise duty, cess as on 31.3.2009 were outstanding for a period of more than six months from the date they became payable except Commercial Tax amounting to Rs. 30,870/- and land diversion tax of Rs.6,32,334/-

(c) As on 31st March 2009, According to the records of the company and the information and explanations given to us, the following are the particulars of dues on account of Income tax, Excise Duty, Cess, Sales Tax Service Tax Custom duty and wealth Tax matters that have not been deposited on account of any dispute:

Sr. No. Name of the Statute Nature of Dues Disputed Amount (Rs. In lacs) Forum where pending

Deputy Commissioner

1 M.P. Commercial tax Act, 1944 Sales Tax Demand 6.89 Appeal

Deputy Commissioner 2 M.P. Entry Tax Act Entry Tax Demand 0.96 Appeal

10. The Company has made cash profit during the financial year covered by our audit and also in the immediately preceding financial year. The company has no accumulated losses at the end of the financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the other provisior.3 of clause 4 (xii) of the companies (Auditors Report) Order, 2003 are not applicable to the Company.

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

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year, the terms and conditions whereof are prejudicial to the interest of the Company.

16. According to the information and explanation given to us, the company has not taken any term loans during the year.

17. According to the information and explanations given to us and an overali examination of the Balance Sheet of the company, we report that funds raised on short-term basis, have been used for short term purpose only.

18. The Company has not made preferential allotment of share to parties and Companies covered In the register maintained under Section 301 of the Companies Act, 1956 during the year covered by our audit.

19. The company has not issued any debentures during the year under review.

20. The company has not raised any money by public issues during the year under review.

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For M. Mehta and company Chartered Accountants

(P.R.Bandi) Place: Indore

(Partner)

Date: The 21st day of August, 2009 M.No.16402

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