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Auditor Report of Shreyas Intermediates Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. SHREYAS INTERMEDIATES LIMITED, which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the period from October 1,2014 to March 31,2015, 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 the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 st March, 2015, and its profit and its cash flows for the period from October 1,2014 to March 31,2015.

Emphasis of matters

We draw attention to the following notes in Note 24 attached to the financial statements. Our opinion is not qualified in respect of these matters.

iv. Notes 24C (1) regarding Company being declared within the purview of the Sick Company's definition and the BIFR Regulations and the application with the board and other matters referred to there under.

v. Notes 24 C (2) regarding Secured Loans from Financial Institutions and other matters as referred to there under.

vi. Notes 24 C (3) regarding Fixed Assets and other matters as referred to there under.

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 Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 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 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 it appears from our examination of those books.

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

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

(e) On the basis of the written representations received from the directors as on 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 Section 164(2) of the Act.

(f) With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 -

Refer Note 24 B (12) to the financial statements;

ii. The Company has made provisions as required under the applicable law or accounting, standards, for material foreseeable losses if any, 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 TO THE AUDITOR'S REPORT

(Referred to in paragraph 1 of our report of even date)

i. In respect of its fixed assets:

a The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

ii. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management at regular intervals during the period. As explained to us, the inventories were physically verified during the year by the Management. In our opinion, having regard to the nature and location of the stocks, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

vii. 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.

viii. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plants and machinery, equipment and other assets and for the sale of goods. During the course of our audit, and according to the information and explanations given to us we have neither come across nor have been informed of any continuing failure to correct major weakness in the internal control procedures.

ix. The company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Act and the Rules framed there under to the extent notified. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal

x. We are informed by the Company that maintenance of cost records have not been prescribed under clause (d) of sub-section (i) of Section 209 of the Act.

vii. According to the information and explanations given to us, in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

b. There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

c. Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as on March 31,2015 on account of disputes are given below

Name of the Statute Forum where (Nature of Dues) Dispute is pending

The Central Excise Act, 1944 CESTAT

The Central Excise Act, 1944 CESTAT

The Central Excise Act, 1944 CESTAT

The Central Excise Act, 1944 CESTAT

The Central Excise Act, 1944 CESTAT

The Securitization & Reconstruction Of Debt Recovery Financial Assets And Enforcement Of Tribunal Securities Act, 2002 [SARFAESI] Act, 2002



Name of the Statute Period to which the amount (Nature of Dues) relates Amount involved

The Central Excise Act, 1944 July 2007 to October 2008

The Central Excise Act, 1944 6th Nov 2009 to 25th Nov 2009

The Central Excise Act, 1944 2005-06 to 2008-2009

The Central Excise Act, 1944 Jan 2005- Dec 2010

The Central Excise Act, 1944 Jan 2005-Dec 2010

The Securitization & Reconstruction May 2009 to 25/11/2010 Of Financial Assets And Enforcement Of Securities Act, 2002 [SARFAESI] Act, 2002



Name of the Statute (Rs. In Lacs) (Nature of Dues)

The Central Excise Act, 1944 Rs. 164.71

The Central Excise Act, 1944 Rs. 129.16

The Central Excise Act, 1944 Rs. 127.48

The Central Excise Act, 1944 Rs. 32.21

The Central Excise Act, 1944 Rs. 2.45

The Securitization & Reconstruction Rs. 41.38 Of Financial Assets And Enforcement Of Securities Act, 2002 [SARFAESI] Act, 2002

d. The Company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under within time.

viii. The accumulated losses of the company as at the end of the year exceed fifty percent of its net worth. The company has also incurred cash losses during the financial year covered by our audit and in the preceding financial year as well.

ix. Based on our audit procedures and as per the information and explanations given to us by the management, the company had approached the financial institutions with a settlement scheme which has been duly approved by both the lending bankers. Bank of Baroda had approved a One Time Settlement option in respect of its dues by assigning its entire dues to Invent ARC. Furthermore State Bank of India had also assigned their dues on Security Realization basis to Invent ARC. The company is in the process of executing the said scheme of settlement and the board has expressed its utmost commitment to resolve the issue accordingly. Refer Note 24C (2) to the financial statements;

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

xi. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

xii. In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For LAYERED KHAN & ASSOCIATES Chartered Accountants Sayeed Khan Proprietor Place: Mumbai Date: 28th AUGUST, 2015


Sep 30, 2014

We have audited the accompanying financial statements of M/s. SHREYAS INTERMEDIATES LIMITED, which comprise the Balance Sheet as at September 30, 2014, the Statement of Profit and Loss and the Cash Row 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 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 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 September 30th, 2014;

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 of the Company for the year ended on that date.

Emphasis of matters

We draw attention to the following notes in Note 25 attached to the financial statements. Our opinion is not qualified in respect of these matters.

i. Notes 25 B (1) regarding Company being declared within the purview of the Sick Company''s definition and the BIFR Regulations and the application with the board and other matters referred to thereunder.

ii. Notes 25 B (2) regarding Secured Loans from Financial Institutions and other matters as referred to thereunder. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order 2003, issued by the Central Government on India in terms of section 227 (4A) of the Companies Act, 1956 (The Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose herein the annexures a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, 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 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 September 30th, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30th, 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 AUDITOR''S REPORT

(Referred to in paragraph 1 of our report of even date)

As required by the Companies (Auditors'' Report) Order 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks, as we considered appropriate, we further report that:

1. in respect of its fixed assets :

a. The company has maintained records showing particulars including quantitative details and situation of fixed assets on the basis of available information.

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

c. During the period, the company has not disposed off any substantial, major part of its fixed assets.

2. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular intervals during the period.

b. In our opinion and according to the information and explanation 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. No material discrepancies were noticed on such physical verification.

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

3. In respect of loans, secured or unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, we report that :

a. The company has not granted any loans, secured or unsecured during the period.

b. The terms of Secured Loans had been re-negotiated in the earlier years and the company has sought a restructuring of the same from Financial Institutions under the Corporate Debt Restructuring Scheme (CDR), however according to the explanations given to us, the banks had not implemented the said scheme and the company had been following up with the CDR to operationalize the above scheme. The Bank of Baroda has sold its part of the loan in March 2014 to Invent ARC Ltd and the SBI has assigned its loan also to the Invent ARC. The secured creditor now is Invent ARC instead of the Banks.

c. During the period company had taken unsecured loans aggregating to Rs. 985.73 Lacs from 3 parties being companies, firms or other parties listed in the register maintained under section 301 of the Companies Act.

d. In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

e. In respect of loans as referred to in Para(c) above, there were no schedules as regards to repayments of principal amount and interest thereon, therefore we are not in a position to make any comments asto whether or not the Company was regular in payment of the principal or the interest amount.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plants and machinery, equipment and other assets and for the sale of goods. During the course of our audit, and according to the information and explanations given to us we have neither come across nor have been informed of any continuing failure to correct major weakness in the internal control procedures.

5. In respect of transactions covered under section 301 of the companies act, 1956 :

a. Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion, that the transactions that need to be entered in to the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 & exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at relevant time.

6. The Company has not accepted any deposit, within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under.

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

8. We are informed by the Company that maintenance of cost records have not been prescribed under clause (d) of sub-section (i) of Section 209 of the Act.

9. In respect of statutory dues :

a. According to the records of the Company, the Company has been regular in depositingits statutory dues during the year with the appropriate authorities.

b. According to the information and explanations to us, there are no dues in respect of the Income Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of dispute other than listed herein below:-

According to the records of the company there are no dues of Sales Tax, Income Tax, Customs, Wealth Tax, Excise Duty, Cess which have not been deposited on account of dispute except pending cases against the company for the period 2005-06 to 2008-2009 under The Central Excise Act, 1944 towards Excise Duty pending involving a demand of Rs. 127.00 Lacs for EOU unit with an equivalent penalty demand for the period 2005-06 to 2008-2009.. The company has preferred an appeal with the CESTAT challenging the above penal levies and has been sanctioned a stay towards the above demand.

The company has also not provided for the payment of deferred Sales tax due for payment in the accounts during the year under consideration. In our opinion the short term liabilities and the losses for the year remain understated by the amount of such pro-rata installment due on account of the repayment of the Deferred Sales Tax benefit availed by the company in the earlier years.

10. The accumulated losses as at the end of the year exceed fifty percent of its net worth. The company has also incurred cash losses during the financial year covered by our audit and in the preceding financial year as well.

11. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Secured loans due payable by the company as at 30/09/2014, are as per the details tabulated hereunder:-

Name of the Institution/Purpose Amount in Rs Lacs

Secured Loans For Fixed Assets 10,619.79

Other Secured Loans 3,295.82

Interest due payable 9,05.98

TOTAL AMOUNT 14,821.59 *

* Bank of Baroda & The State Bank of India had transferred their respective assets to an Assets Reconstruction Company. The company remains committed to settle the issue amicably and has approached the Financial Institutions with a proposal for settlement of the dues on reasonable terms, the same remains under consideration andis under process with the concerned authorities.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. Clause (xiii) of the Order is not applicable to the company as the company is not a Chit Fund Company or Nidhi or Mutual Benefit Fund or Society.

14. During the year the company has no transactions in respect of dealing in shares, securities, debentures and other investments. All shares, debentures and other securities have been held by the company in its own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

16. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

17. Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company as on 30th September, 2014, in our opinion, there are no funds raised on a short term basis which have been used for long term investment

18. The company has not made any preferential allotment of shares during the year.

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

20. During the year, the company has not raised any money by public issue.

21. In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For SAYEED KHAN & ASSOCIATES Chartered Accountants

Sayeed Khan Proprietor Place: Mumbai Date: 5th March, 2015


Sep 30, 2013

We have audited the attached Balance Sheet of M/s. SHREYAS INTERMEDIATES LIMITED as at 30th September 2013 and Profit and Loss account of the company for the year ended 30th September 2013, annexed thereto. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. These accounting 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 the examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report as follows:

1. As required by the Companies (Auditor''s Report) Order 2003 issued by the Central Government, in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement of the matters specified in paragraphs 4 & 5 of the said order. -

2. Without qualifying our opinion, we draw attention to the following notes to the financial statements;

i.The company was referred under the Corporate Debt Restructuring Scheme in the earlier years wherein a scheme had been approved and sanctioned in consonance with the agreement of the Financial Institutions, however the banks have not implementedthe said scheme.

ii. During the year the company has provided for losses on account of devaluations in the stockswhich have occurred due to Production Trials undertaken in earlier years to the tune ofRs.2456.99 Lacs. The loss pertains to earlier years and in the opinion of the management, the stocks were to be subjected to further processing and the quality shall be duly optimized for resale however during the year the same has been written off by the management. (Refer to Note 25 Part A (A) to the financial statements).

Hi. The company has not provided for the payment of deferred Sales tax due for payment in the accounts during the year under consideration. In our opinion the short term liabilities and the losses for the year remain understated by the amount of such pro-rata installment due on account of the repayment of the Deferred Sales Tax benefit availed by the company in the earlier years.

iv. No provisions have been made by the company for liability towards Gratuity and Leave Encashment payable to employees on retirement since the same are accounted for on cash basis. The same is not in consonance with the provisions ofAS-15 "Accounting for Retirement Benefits in Financial Statements" issued by the Institute of Chartered Accountants of India.

3. Further to our comments in annexure referred to in paragraph (1) above:

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 accounts 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 & loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Profit & Loss Account and the Balance Sheet comply with the Accounting Standards as referred to in Section 211 (3 C) of Companies Act, 1956 except to the extent of non- provision of the retirement benefits to the employees as required by AS 15 "Accounting for retirement benefits in the financial statements of employer."

e. On the basis of representations received from Directors of the company and information and explanation given to us,

we report that no directors are disqualified from being appointed as director of the company under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to Us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

i. In the case of the Balance Sheet of the State of affairs of the Company as at 30* September 2013 and

ii. In the case of the Profit & Loss Account, of the Loss of the Company for the year ended 30th September, 2013

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in paragraph 1 of our report of even date)

As required by the Companies (Auditors'' Report) Order 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks, as we considered appropriate, we further report that:

1. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. The Management at reasonable intervals has physically verified the fixed Assets. No discrepancies were noticed upon such verification. "

2. The management has conducted physical verification at reasonable intervals in respect of finished goods, stores and spare parts and raw materials.

3. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

4. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. During the year the company has provided for losses on account of devaluations in the stocks which have occurred due to Production Trials undertaken in earlier years to the tune of Rs.2456.99 Lacs. The loss pertains to earlier years and in the opinion of the management, the stocks were to be subjected to further processing and the quality shall be duly optimized for resale however during the year the same has been written off by the management. (Refer to Note 25 Part A (4) to the financial statements).

5. The Company has taken unsecured loans aggregating to Rs. 981.78 Lacsfrom companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management as defined under Sub Section (1B) of section 370 of the Companies Act, 1956.

6. According to the explanations given to us, in our opinion, the terms and conditions of the unsecured loans taken from companies listed in the register maintained u/s 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the company.

7. The terms of Secured Loans had been re-negotiated in the earlier years and the company has sought a restructuring of the same from Financial Institutions under the Corporate Debt Restructuring Scheme (CDR), however according to the explanations given to us, the banks have not implemented the said scheme and the company has been following up with the CDR to. operationalize the above scheme. Thus no provisions have been made in the books of accounts of the company under the said scheme so approved and sanctioned as the same has not been implemented during the year.

8. There is no overdue amount of loans taken or granted to companies, firms or parties listed in the register maintained u/s 301 of the Companies Act, 1956.

9. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plants and machinery, equipment and other assets and for the sale of goods. During the course of our audit, and according to the information and explanations given to us we have neither come across nor have been informed of any continuing failure to correct major weakness in the internal control procedures.

10. Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion, that the transactions that need to be entered in to the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

11. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 & exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at relevant time.

12. The Company has not accepted any deposit, within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under.

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

14. As informed to us, the company has not appointed a Cost auditor pursuant to the order made by the Central government for the maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 is respect of the company''s products.

15. According to the records of the Company, the Company has been regular in depositing its statutory dues during the year with the appropriate authorities.

16. According to the information and explanations to us, there are no dues in respect of the Income Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of dispute other than listed herein below:-

Undisputed dues pertaining to the Sales Tax pending payment as on date is as tabulated below:

Sales Tax payable Amount

For FY 2009-2010 Rs. 3.15 Lacs

For FY 2011-2012 Rs. 33.43 Lacs

For FY 2012-2013 Rs. 18.28 Lacs

For FY 2013-2014 Rs. 30.22 Lacs

Total Sales Tax Due Rs. 85.07 Lacs

According to the records of the company there are no dues of Sales Tax, Income Tax, Customs, Wealth Tax, Excise Duty, Cess which have not been deposited on account of dispute except pending cases against the company for the period 2005-06 to 2008-2009 under The Central Excise Act, 1944 towards Excise Duty pending before the CESTAT involving a demand of Rs. 127.00 Lacs for EOU unit with an equivalent penalty demand, the Company has to pay 100.00 Lacs against this and for the period 2005-06 to 2008-2009 under The Central Excise Act, 1944 towards Excise Duty pending before the CESTAT involving a demand of Rs. 129.00 Lacs for DTA Unit with an equivalent penalty demand. The company has preferred an appeal with the CESTA T challenging the above penal levies.

The company has also not provided for the payment of deferred Sales tax due for payment in the accounts during the year under consideration. In our opinion the short term liabilities and the losses for the year remain understated by the amount of such pro-rata installment due on account of the repayment of the Deferred Sales Tax benefit availed by the company in the earlier years.

17. The accumulated losses as at the end of the year exceed fifty percent of its net worth. The company has also incurred cash losses during the financial year covered by our audit and in the preceding financial year the company has also incused cash losses.

18. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

19. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us by the management, the term loans and other loans availed by the company were, prima-facie applied by the company for the purposes for which the same were obtained.

21. According to the information and explanations given to us and on overall examination of the Balance Sheet and the Cash Flow of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long-term funds have been used to finance short-term assets except working capital.

However during the earlier years, the company has converted the sums of unpaid accumulated interests due on Long Term and Short Term Loans into Secured Term'' Loans and the above scheme has been duly approved and sanctioned by the Banking Institutions under the scheme of Corporate Debt Restructuring Scheme.

22. The company has not made any preferential allotment of shares during the year.

23. The company has not issued any debentures during the year.

24. During the year, the company has not raised any money by public issue.

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

For SAYEED KHAN & ASSOCIATES

Chartered Accountants

Sayeed Khan

Proprietor

Place :Mumbai

Date: 9th January 2014


Sep 30, 2012

We have audited the attached Balance Sheet of M/s. SHREYAS INTERMEDIATES LIMITED as at 30th September 2012 and Profit and Loss account of the company for the year ended 30* September 2012, annexed thereto. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. These accounting 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 the examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report as follows:

1. As required by the Companies (Auditor''s Report) Order 2003 issued by the Central Government, in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement of the matters specified in paragraphs4 & 5 of the said order

2. Without qualifying our opinion, we draw attention to the following notes to the financial statements;

i. The company was referred under the Corporate Debt Restructuring Scheme wherein a scheme had been approved and sanctioned in consonance with the agreement of the Financial Institutions, however during the year, the banks have not implemented the said scheme and the company has been following up with the CDR to operationalize the above scheme.

ii. The company has not provided for any losses on account of devaluations in the stocks which have occurred due to Production Trials undertaken in earlier years. In the opinion of the management, the stocks do not conform to optimal quality levels expected and have been thus rendered to slow movement, however as explained by the management the stocks shall be subjected to further processing and the quality shall be duly optimized.

iii. The Company has not provided for the payment of deferred Sales tax due for payment in the accounts during the year under consideration. In our opinion the short term liabilities and the losses for the year remain understated by the amount of such pro-rata installment due on account of the repayment of the Deferred Sales Tax benefit availed by the company in the earlier years.

iv. No provisions have been made by the company for liability towards Gratuity and Leave Encashment payable to employees on retirement since the same are accounted for on cash basis. The same is not in consonance with the provisions of AS-15 "Accounting for retirement Benefits in Financial Statements" issued by the Institute of Chartered Accountants of India.

3. Further to our comments in annexure referred to in paragraph (1) above:

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, except for the non-provision devaluation of stocks, proper books of accounts 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 & loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the Accounting Standards as referred to in Section 211(3 C) of Companies Act, 1956 except to the extent of non- provision of the retirement benefits to the employees as required by AS 15 "Accounting retirement benefits in the financial statements of employer."

e) On the basis of representations received from Directors of the company and information and explanation given to us, we report that no directors are disqualified from being appointed as director of the company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

i. In the case of the Balance Sheet of the State of affairs of the Company as at 15th September 2012 and

ii. In the case of the Profit & Loss Account, of the Loss of the Company for the year ended 30th September, 2012

As required by the Companies (Auditors'' Report) Order 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks, as we considered appropriate, we further report that:

1. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. The Management at reasonable intervals has physically verified the fixed Assets. No discrepancies were noticed upon such verification.

2. The management has conducted physical verification at reasonable intervals in respect of finished goods, stores and spare parts and raw materials.

3. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

4. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. however the management has not initiated any process to identify nor has provided for any losses on account of devaluations in the stocks which have occurred due to Production Trials undertaken in earlier years. In the opinion of the management, the stocks do not conform to optimal quality levels expected and have been thus rendered to slow movement, however as explained by the management the stocks shall be subjected to further processing and the quality shall be duly optimized.

5. The Company has taken unsecured loans aggregating to Rs. 963.02 Lacs from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management as defined under Sub Section (1B) of section 370 of the Companies Act, 1956.

6. According to the explanations given to us, in our opinion, the terms and conditions of the unsecured loans taken from companies listed in the register maintained u/s 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of the company.

7. The terms of Secured Loans have been re-negotiated in the earlier years and the company has sought a restructuring of the same from Financial Institutions under the Corporate Debt Restructuring Scheme (CDR), however according to the explanations given to us, the banks have not implemented the said scheme and the company has been following up with the CDR to operationalize the above scheme. Thus no provisions have been made in the books of accounts of the company under the said scheme so approved and sanctioned as the same has not been implemented during the year.

8. There is no overdue amount of loans taken or granted to companies, firms or parties listed in the register maintained u/s 301 of the Companies Act, 1956.

9. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plants and machinery, equipment and other assets and for the sale of goods. During the course of our audit, and according to the information and explanations given to us we have neither come across nor have been informed of any continuing failure to correct major weakness in the internal control procedures.

10. Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion, that the transactions that need to be entered in to the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

11. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 & exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at relevant time.

12. The Company has not accepted any deposit, within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under.

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

14. As informed to us, the company has not appointed a Cost auditor pursuant to the order made by the Central government for the maintenance of cost records u/s 209 (1)(d) of the Companies Act, 1956 is respect of the company''s products.

15. According to the records of the Company, the Company has been regular in depositing its statutory dues during the year with the appropriate authorities.

16. According to the information and explanations to us, there are no dues in respect of the Income Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of dispute other than listed here in below:-

undisputed dues pertaining to the Sales Tax pending payment as on date is as tabulated below:

Sales Tax payable for quarter ended Rs.49.40 Lacs

December 2010 till September 2011

Total Sales Tax Due Rs. 49.40 Lacs

According to the records of the company there are no dues of Sales Tax, Income Tax, Customs, Wealth Tax, Excise Duty, Cess which have not been deposited on account of dispute except pending cases against the company for the period 2005-06 to 2008-2009 under The Central Excise Act, 1944 towards Excise Duty pending before the CESTAT involving a demand of Rs. 127.00 Lacs for EOU unit with an equivalent penalty demand, the Company has pay 100.00 Lacs against this and for the period 2005-06 to 2008-2009 under The Central Excise Act, 1944 towards Excise Duty pending before the CESTAT involving a demand of Rs, 129.00 Lacs for DTA Unit with an equivalent penalty demand. The company has preferred an appeal with the CESTAT challenging the above penal levies.

The company has also not provided for the payment of deferred Sales tax due for payment in the accounts during the year under consideration. In our opinion the short term liabilities and the losses for the year remain understated by the amount of such pro-rata installment due on account of the repayment of the Deferred Sales Tax benefit availed by the company in the earlier years.

17. The accumulated losses as at the end of the year exceed fifty percent of its net worth. The company has also incurred cash losses during the financial year covered by our audit however in the immediately preceding financial year the company has not incurred cash losses.

18. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

19. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us by the management, the term loans and other loans availed by the company were, prima-facie applied by the company for the purposes for which the same were obtained.

21. According to the information and explanations given to us and on overall examination of the Balance Sheet and the Cash Flow of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long-term funds have been used to finance short-term assets except working capital.

However during the year, the company has sought to convert the sums of unpaid accumulated interests due on Long Term and Short Term Loans into Secured Term Loans and the above scheme has been duly approved and sanctioned by the Banking Institutions under the scheme of Corporate Debt Restructuring Scheme.

22. The company has not made any preferential allotment of shares during the year.

23. The company has not issued any debentures during the year.

24. During the year, the company has not raised any money by public issue.

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

For SAYEED KHAN & ASSOCIATES

Chartered Accountants

Place: Mumbai

Date: 2nd March 2013 Sayeed Khan

Proprietor


Sep 30, 2011

We have audited the attached Balance Sheet of M/s. SHREYAS INTERMEDIATES LIMITED as at 30th September 2011 and Profit and Loss account of the company for the year ended 30th September 2011, annexed thereto. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. These accounting 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 the examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report as follows:

1. As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government, in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement of the matters specified in paragraphs 4 & 5 of the said order

2. Further to our comments in annexure referred to in paragraph (1) above:

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 accounts 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 & loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the Accounting Standards as referred to in Section 211(3 C) of Companies Act, 1956 except to the extent of non- provision of the retirement benefits to the employees as required by AS 15 "Accounting for retirement benefits in the financial statements of employer."

e) On the basis of representations received from Directors of the company and information and explanation given to us, we report that no directors are disqualified from being appointed as director of the company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

i. In the case of the Balance Sheet of the State of affairs of the Company as at 30th September 2011 and

ii. In the case of the Profit & Loss Account, of the Loss of the Company for the year ended 30th September, 2011

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 1 of our report of even date)

As required by the Companies (Auditors' Report) Order 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks, as we considered appropriate, we further report that:

1. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. The Management at reasonable intervals has physically verified the fixed Assets. No discrepancies were noticed upon such verification.

2. The management has conducted physical verification at reasonable intervals in respect of finished goods, stores and spare parts and raw materials.

3. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

4. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. Having regards to the size of the operations of the company and the nature of the stocks held, the discrepancies noticed on verification between physical stocks and book records were not material and have been properly dealt with in the book of accounts.

5. The Company has taken unsecured loans aggregating to Rs. 781.04 Lacs from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management as defined under Sub Section (1B) of section 370 of the Companies Act, 1956.

6. According to the explanations given to us, in our opinion, the terms and conditions of the unsecured loans taken from companies listed in the register maintained u/s 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of the company.

7. The terms of Secured Loans have been re-negotiated during the year and the company has sought a restructuring of the same from Financial Institutions. According to the explanations given to us, during the year the company is regular in repaying the principal amounts as per such negotiated stipulations and has been regular in paying the interests thereon.

8. There is no overdue amount of loans taken or granted to companies, firms or parties listed in the register maintained u/s 301 of the Companies Act, 1956.

9. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plants and machinery, equipment and other assets and for the sale of goods. During the course of our audit, and according to the information and explanations given to us we have neither come across nor have been informed of any continuing failure to correct major weakness in the internal control procedures.

10. Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion, that the transactions that need to be entered in to the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

11. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 & exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at relevant time.

12. The Company has not accepted any deposit, within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under.

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

14. As informed to us, the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

15. According to the records of the Company, the Company has been regular in depositing its statutory dues during the year with the appropriate authorities and no arrears are pending due to any dispute with any of the authorities in respect of the company.

16. According to the information and explanations to us, there are no dues in respect of the Income Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of dispute.

However undisputed dues pertaining to the Sales Tax pending payment as on date is as tabulated below:

Sales Tax payable for quarter ended . Rs. 33.43 Lacs December 2010 till September 2011

Total Sales Tax Due Rs. 33.43 Lacs

17. The accumulated losses as at the end of the year do not exceed fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year

18. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

19. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us by the management, the term loans and other loans availed by the company were, prima-facie applied by the company for the purposes for which the same were obtained.

21. According to the information and explanations given to us and on overall examination of the Balance Sheet and the Cash Flow of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long-term funds have been used to finance short-term assets except working capital.

However during the year, the company has sought to convert the sums of unpaid accumulated interests due on Long Term and Short Term Loans into Secured Term Loans and the above scheme has been duly approved and sanctioned by the Banking Institutions.

22. The company has not made any preferential allotment of shares during the year.

23. The company has not issued any debentures during the year.

24. During the year, the company has not raised any money by public issue.

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

For SAYEED KHAN & ASSOCIATES

Chartered Accountants

Place: Mumbai

Date: 21st February 2012

Sayeed Khan

Proprietor


Sep 30, 2010

We have audited the attached Balance Sheet of M/s. SHREYAS INTERMEDIATES LIMITED as at 30th September 2010 and Profit and Loss account of the company for the year ended 30th September 2010, annexed thereto. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. These accounting 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 the examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report as follows:

1. As required by the Companies (Auditors Report) Order 2003 issued by the Central Government, in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement of the matters specified in paragraphs 4 & 5 of the said order

2. Furtherto our comments in annexure referred to in paragraph (1) above:

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, except for the non provision of interest payable and the outstanding balances thereby remaining payable on Bank Borrowings, proper books of accounts as required by law have been kept by the company so far as appears from our examination of the books;

(Refer Notes to the Accounts of Schedule O).

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

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the Accounting Standards as referred to in Section 211(3 C) of Companies Act, 1956 except to the extent of non- provision of the retirement benefits to the employees as required by AS 15 "Accounting for retirement benefits in the financial statements of employer."

e) On the basis of representations received from Directors of the company and information and explanation given to us, we report that no directors are disqualified from being appointed as director of the. company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the.best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view;

i. In the case of the Balance Sheet of the State of affairs of the Company as at 30th September 2010 and ii. In the case of the Profit & Loss Account, of the Profit of the Company for the year ended 30th September, 2010

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 of our report of even date)

As required by the Companies (Auditors Report) Order 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks, as we considered appropriate, we further report that:

1. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. The Management at reasonable intervals has physically verified the fixed Assets. No discrepancies were noticed upon such verification.

2. The management has conducted physical verification at reasonable intervals in respect of finished goods, stores and spare parts and raw materials.

3. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

4. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. Having regards to the size of the operations of the company and the nature of the stocks held, the discrepancies noticed on verification between physical stocks and book records were not material and have been properly dealt with in the book of accounts.

5. The Company has taken unsecured loans aggregating to Rs. 782.67 Lacs from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management as defined under Sub Section (1B) of section 370 of the CompaniesAct, 1956.

6. According to the explanations given to us, in our opinion, the terms and conditions of the unsecured loans taken from companies listed in the register maintained u/s 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of the company.

7. There is no overdue amount of loans taken or granted to companies, firms or parties listed in the register maintained u/s 301 of the Companies Act, 1956.

8. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plants and machinery, equipment and other assets and for the sale of goods. During the course of our audit, and according to the information and explanations given to us we have neither come across nor have been informed of any continuing failure to correct major weakness in the internal control procedures.

9. Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion, that the transactions that need to be entered in to the registers maintained under section 301 of the CompaniesAct, 1956 have been so entered.

10. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 & exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at relevant time.

11. The Company has not accepted any deposit, within the meaning of section 58Aof the Companies Act, 1956 and the rules framed there under.

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

13. As informed to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

14. According to the records of the Company, the Company has been regular in depositing its statutory dues during the year with the appropriate authorities and no arrears are pending due to any dispute with any of the authorities in respect of the company.

15. According to the information and explanations to us, there are no dues in respect of the Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of dispute.

16. The accumulated losses as at the end of the year do not exceed fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year

17. According to the records and explanations given to us, the company has defaulted in repaying the principal amounts and the interests as stipulated to the Banks. The company has not been able to repay the principal and the interest from March/June, 2010 and the cumulative sum of defaulted outstanding amount stands at Rs.614.70Lacsasatthe30th September,2010.

18. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

19. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Batiks or Financial Institutions during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us by the management, the term loans and other loans availed by the company were, prima-facie applied by the company for the purposes for which the same were obtained.

21. According to the information and explanations given to us and on overall examination of the Balance Sheet and the Cash Flow of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long-term funds have been used to finance short-term assets except working capital.

22. The company has not made any preferential allotment of shares during the year.

23. The company has not issued any debentures during the year.

24. During the year, the company has not raised any money by public issue.

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

For SAYEED KHAN & ASSOCIATES Chartered Accountants Place: Mumbai Date : 21st December 2010

Sayeed Khan Proprietor


Sep 30, 2009

We have audited the attached Balance Sheet of M/s. SHREYAS INTERMEDIATES LIMITED as at 30th September 2009 and Profit and Loss account of the company for the year ended 30th September 2009, annexed thereto. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted bur audit in accordance with auditing standards generally accepted in India. These accounting 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 the examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report as follows: 1 s As required by the Companies (Auditors Report) Order 2003 issued by the Central Government, in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement of the matters specified in paragraphs 4 & 5 of the said order

2. Further to our comments in annexure referred to in paragraph (1) above:

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 accounts 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 & loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the Accounting Standards as referred to in Section 211(3 C) of Companies Act, 1956 except to the extent of non- provision of the retirement benefits to the employees as required by AS 15 " Accounting for retirement benefits in the financial statements of employer."

e) On the basis of representations received from Directors of the company and information and explanation given to us, we report that no directors are disqualified from being appointed as director of the company under Clause(g) of sub-section(1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true apd fair view;

I. In the case of the Balance Sheetof the State of affairs of the Company as at 30th September 2009 and

ii. in the case of the Profit & Loss Account, of the Profit of the Company for the year ended 30th September, 2009

As required by the Companies (Auditors Report) Order 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks, as we considered appropriate, we further report that:

1. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. The Management at reasonable intervals has physically verified the fixed Assets>No discrepancies were noticed upon such verification.

2. The management has conducted physical verification at reasonable intervals in respect of finished goods, stores and spare parts and raw materials.

3. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

4. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. Having regards to the size of the operations of the company and the nature of the stocks held, the discrepancies noticed on verification between physical stocks and book records were not material and have been properly dealt with in the book of accounts.

5. The Company has taken unsecured loans aggregating to Rs. 721.92 Lacs from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management as defined under Sub Section (1B) of section 370 of the Companies Act, 1956.

6. According to the explanations given to us, in our opinion, the terms and conditions of the unsecured loans taken from companies listed in the register maintained u/s 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the company.

7. According to the explanations given to us, the company is regular in repaying the principal amounts as stipulated and has been regular in paying the interests.

8. There is no overdue amount of loans taken or granted to companies, firms or parties listed in the register maintained u/s 301 of the Companies Act, 1956.

9. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plants and machinery, equipment and other assets and for the sale of goods. During the course of our audit, and according to the information and explanations given to us we have neither come across nor have been informed of any continuing failure to correct major weakness in the internal control procedures.

10. Based on the audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion, that the transactions that need to be entered in to the registers maintained under section 301 of the Companies Act, 1956 have been so entered.

11. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 & exceeding the value of Rs. 5,00,000/- in respect of any party during the year have.been made at prices which are reasonable having regards to prevailing market prices at relevant time.

12. The Company has not accepted any deposit, within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under.

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

14. As informed to us, the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

15. According to the records of the Company, the Company has regularly deposited statutory dues during the year with the appropriate authorities. However in respect of Income Tax, the undisputed dues remaining outstanding for the Financial Year 2006-2007 stands at Rs. 5.19 Lacs inclusive of Interests and for the Financial Year 2007-2008 stands at Rs. 2.72 Lacs

16. According to the information and explanations to us, (here are no dues in respect of the Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account ofdispute.

17. The accumulated losses as at the end of the year do not exceed fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year

18. Based on the audit procedures applied by us, and according to the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in the repayment of dues to Financial Institutions and Banks.

19. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

20. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us by the management, the term ioaris and other loans availed by the company were, prima-facie applied by the company for the purposes for which the same were obtained.

22. According to the information and explanations given to us and on overall examination of the Balance Sheet and the Cash Flow of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long-term funds have been used to finance short-term assets except working capital.

23. The company has made preferential allotment of preference shares during the year to parties covered in registers maintained u/s 301 of the Companies Act, 1956. In our opinion, the prices at which the shares have been issued are reasonable and are comparable with the market prices and the terms are not prejudicial to the interest of the company.

24. The company has not issued any debentures during the year. ,

25. During the year, the company has not raised any money by public issue.

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

ForSAYEED KHAN & ASSOCIATES Chartered Accountants Place: Mumbai Date: 31st December 2009 SayeedKhan Proprietor

 
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