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Auditor Report of Sical Logistics Ltd.

Mar 31, 2023

Independent Auditors’ Report

To the Members of SICAL LOGISTICS LIMITED

Report on the audit of the Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of SICAL LOGISTICS LIMITED (“the Company”), which comprise the
Balance Sheet as at March 31,2023, the Statement of Profit and Loss (including other comprehensive income), the Statement
of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone
Financial Statements”).

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 Companies Act 2013 (“Act”) in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31,2023, the loss and total comprehensive loss,
the changes in equity and cash flows for the year ended as on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the Standalone
Financial Statements section of our report. We are independent of the Company in accordance with the code of ethics issued
by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of
the Standalone Financial Statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI’s code of ethics.

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

Emphasis of Matter

a. We refer to Note No.37 to the Standalone Financial Statements. The resolution plan submitted by M/S Pristine Malwa
Logistics Park Private Limited was approved by the Honourable NCLT, Chennai Bench vide its order dated December 8,
2022 and the effective date of implementation of the resolution plan was declared as Jan 11, 2023. Pursuant to the
infusion of funds as per the approved resolution plan, the Company became a subsidiary of M/s Pristine Malwa Logistics
Park Private Limited and the Standalone Financial Statements have been prepared and presented by the Company on a
Going Concern basis.

b. The Management has given effect of the resolution plan approved by NCLT whereby certain liabilities were derecognised
and assets were impaired or provided for based on management assessment of its recoverability. Pursuant to this, net
exceptional loss of Rs.74,403 lakhs were recognised for the year ended March 31,2023. (Refer Note No.25 to the Standalone
Financial Statements.)

c. The balances as per the Standalone Financial Statements has been arrived at as per the claims made by the financial
creditors and admitted by the Resolution Professional and approved by the NCLT as per the Resolution Plan and reduced
by the payments made as per the Resolution Plan. (Refer Note No.13.1 to the Standalone Financial Statements.)

Our opinion is not modified in respect of the above matters.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information other than the Standalone Financial Statements and Auditors’ Report thereon

The Company’s management and Board of Directors are responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures
to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include
the Standalone Financial Statements and our auditor’s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements, or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.

In connection with our audit of the Standalone Financial Statements, our responsibility is to also read the management discussion
& analysis and MD & CEO message when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated.

When we read the management discussion & analysis and MD & CEO message, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate
action as applicable under the relevant laws and regulations.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134 (5) of the Act with respect to the
preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance
including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian
Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the
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 Standalone Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness
of such controls

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures,
and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial
Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“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 Annexure “A” a statement on the matters specified in
paragraphs 3 and 4 of the Order.

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 (including other comprehensive income), Statement of Changes in
Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section
133 of the Act,

(e) On the basis of the written representations received from the directors as on March 31, 2023 and taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms
of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section
197(16) of the Act, as amended:

The remuneration paid by the Company to its directors during the year upto Jan 11, 2023 (effective date) is treated as
Salary Payable to Employee in view of the Company undergoing CIRP. In our opinion and to the best of our information
and according to the explanations given to us, the remuneration paid / provided by the Company to its directors from the
effective date is in accordance with the provisions of section 197 read with Schedule V to the Act

(h) 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 Standalone Financial
Statements as referred to in Note No. -26 to the Standalone Financial Statements.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company for year ended March 31, 2023.

iv. a) Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to

the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other person(s) or entity(is), including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries. (Refer Note No.39(n) to the Standalone Financial Statements)

(b) Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to
the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries (Refer Note No.39(n) to the Standalone Financial Statements) , and

(c) Based on the audit procedures adopted by us, nothing has come to our notice that has caused us to believe that
the representations made by the Management under sub clause (a) and (b) above, contain any material
misstatement.

v. The Company has not declared or paid any Dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April
1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable
for the financial year ended March 31, 2023.

For SRSV & Associates
Chartered Accountants
F.R. No. 015041S

V.Rajeswaran

Partner

Membership. No. 020881
UDIN:23020881 BGXCJZ7771

Place: Chennai
Date: August 31, 2023


Mar 31, 2017

INDEPENDENT AUDITORS REPORT

To the Members of SICAL LOGISTICS LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s SICAL LOGISTICS LIMITED ("the Company"), which comprise the Balance sheet as at 31st March 2017, the Statement of Profit and Loss and the Cash Flow Statement for the financial period then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements 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 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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 standalone 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 standalone 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 standalone 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. 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2017;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section143 (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 accounts.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

(e) On the basis of the written representations received from the directors as on 31st March 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in "Annexure 2".

(g) 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 - Refer Note 24.

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 31.

i. a) The company has maintained proper records showing full particulars, including quantitative details and

situation of fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

c) According to the information and explanation given to us, the title deeds of immovable properties of the Company are held in the name of the Company.

ii. Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on such verification.

iii. The company has granted loans to parties covered in the register maintained under section 189 of the Companies Act.

a) the terms and conditions of the grant of such loans are not prejudicial to the company''s interest.

b) the schedule of repayment of principal and payment of interest has been stipulated and the repayments are regular.

c) in our opinion and according to the information and explanations given to us, no amount is overdue for more than ninety days.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act 2013 in respect of loans, investments, guarantees and security.

v. In our opinion and according to the information and explanations given to us the company has not accepted any deposits during the year. Accordingly, reporting under this clause does not arise.

vi. The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act 2013. Accordingly clause vi of paragraph 3 of Companies (Auditors Report) Order 2016 is not applicable.

vii. a) According to the records of the Company and information and explanations given to us, the company is regular in

depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues outstanding for more than six months.

b) As at 31st March 2017 according to the records of the Company, the following are the particulars of the disputed dues on account of sales tax, income tax, customs duty, wealth tax, service tax and cess, which have not been deposited on account of dispute:

S. No.

Period

Nature of Dues

Not Paid (Rs, In Lakhs)

Forum where Pending

1

2001-06

Service Tax

1,345.53

Madras High Court

2

2001-06

Service Tax

1,160.58

CESTAT Chennai

3

2001-06

Service Tax

147.24

CESTAT Chennai

4

2002-06

Service Tax

4.06

CCE(A) Chennai

5

2006-07

Service Tax

2.30

CESTAT

6

2007-08

Service Tax

2.06

CESTAT

7

2005-06

Service Tax

16.12

CCE(A) Chennai

8

2005-06

Service Tax

177.14

CESTAT Delhi

9

2001-02

Customs

2.00

CESTAT

10

1996-97

Customs

18.01

CESTAT

11

2001-02

Customs

3.00

CC(A)

12

1993-94

Sales Tax

37.57

Madras High Court

viii. Based on our audit procedures 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 repayment of loans or borrowings to a financial institution, bank, Government or debenture holders.

ix. The company has not raised money by way of initial public offer or further public offer during the Current year and the term loans were applied for the purposes for which those were raised.

x. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported duringthe financial period.

xi. In our opinion, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Accordingly, clause xii of Para 3 of Companies (Auditors Report) Order 2016 is not applicable.

xiii. In our opinion and according to the information and explanation given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements, as required by the applicable accounting standards.

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures duringthe year under review.

(Based on the above para, matters referred in clause (xiv) of paragraph 3 of Companies (Auditors Report) Order 2016 is not applicable).

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with the Directors. Accordingly, clause xv of Para 3 of Companies (Auditors Report) Order 2016 is not applicable.

xvi. In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause xvi of Para 3 of Companies (Auditors Report) Order 2016 is not applicable.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s SICAL LOGISTICS LIMITED ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required underthe Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance 168 Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For CNGSN & ASSOCIATES LLP

Chartered Accountants

F.R.NO.004915S/S200036

C. N. GANGADARAN

Place: Chennai Partner

Date: 10th May, 2017 Memb.No.11205


Mar 31, 2016

We have audited the accompanying standalone financial statements of SICAL LOGISTICS LIMITED ("the Company") which comprise the Balance sheet as at 31st March 2016, 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 for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements 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 of 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 a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 31st March, 2016, and its profit 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, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section143(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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

[e] On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

[f] With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in "Annexure 2".

[g] 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- Refer Note 25.2

ii. the Company does not have any material foreseeable losses from long-term contracts including derivative contracts. Hence no provision has been created for the same.

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund.

Referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date

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

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

c) According to the information and explanation given to us, the title deeds of immovable properties of the Company are held in the name of the Company.

ii. Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on such verification.

iii. The company has granted loans to parties covered in the register maintained under section 189 of the Companies Act.

a) the terms and conditions of the grant of such loans are not prejudicial to the company''s interest.

b) the schedule of repayment of principal and payment of interest has been stipulated and the repayments are regular.

c) in our opinion and according to the information and explanations given to us, no amount is overdue for more than ninety days.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act 2013 in respect of loans, investments, guarantees and security.

v. In our opinion and according to the information and explanations given to us the company has not accepted any deposits. Accordingly clause v of paragraph 3 of Companies (Auditors Report) Order 2016 is not applicable.

vii. a) According to the records of the Company and information and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues outstanding for more than six months.

b) As at 31st March 2016 according to the records of the Company, the following are the particulars of the disputed dues on account of sales tax, income tax, customs duty, wealth tax, service tax and cess, which have not been deposited on account of dispute:

Sl. No. Period Nature of Dues Not Paid Forum where Pending (Rs in Lakhs)

1 2002-03 International Tax 67.09 ITAT

2 2001-06 Service Tax 1,345.53 Madras High Court

3 2001-06 Service Tax 1,160.58 CESTAT Chennai

4 2001-06 Service Tax 147.24 CESTAT Chennai

5 2002-06 Service Tax 4.06 CCE(A) Chennai

6 2006-07 Service Tax 2.30 CESTAT Chennai

7 2007-08 Service Tax 2.06 CESTAT Chennai

8 2005-06 Service Tax 16.12 CCE(A) Chennai

9 2005-06 Service Tax 177.14 CESTAT Delhi

10 2001-02 Customs 2.00 CESTAT Chennai

11 1996-97 Customs 18.01 CESTAT Chennai

12 2001-02 Customs 3.00 CC(A) 13 1993-94 Sales Tax 37.57 Madras High Court

viii. Based on our audit procedures 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 repayment of loans or borrowings to a financial institution or bank.

ix. In our opinion, term loans have been applied for the purposes for which they were raised. During the year, the company has not raised money by way of initial public offer or further public offer.

x. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

xi. In our opinion, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Accordingly, clause xii of Para 3 of Companies (Auditors Report) Order 2016 is not applicable.

xiii. In our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act 2013 wherever applicable, and the details have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, clause xiv of Para 3 of Companies (Auditors Report) Order 2016 is not applicable.

xv. ln our opinion and according to the information and explanations given to us, the Company has not entered into any non - cash transactions with directors or persons connected with the Directors. Accordingly, clause xv of Para 3 of Companies (Auditors Report) Order 2016 is not applicable.

xvi. In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-lA of the Reserve Bank of India Act, 1934. Accordingly, clause xvi of Para 3 of Companies (Auditor''s Report) Order 2016 is not applicable.

For and on Behalf of

M/s. CNGSN & Associates LLP

Chartered Accountants

Place: Chennai FR No. 004915S

Date: 3rd May, 2016 LLP No . S200036



CN GANGADARAN

Partner

Membership No . 11205


Mar 31, 2015

We have audited the accompanying financial statements of SICAL LOGISTICS LIMITED ("the Company"), which comprise the Balance sheet as at 31st March 2015, 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 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 Standalone 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 Standalone accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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 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 a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our 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 25.2

ii. The Company does not have any material foreseeable losses from long-term contracts including derivative contracts. Hence no provision has been created for the same.

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

Annexure to the auditor's report

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

b) Majority of Fixed Assets have been physically verified by the management during the year, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

2. a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedure of physical verification of inventory followed is reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventories. No discrepancies were noticed on verification between the physical stock and the book records.

3. a) 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.

(Based on the above para, matters referred in clause iii (a) and iii (b) of paragraph 3 of Companies (Auditors Report) Order 2015 are not applicable).

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

5. In our opinion and according to the information and explanations given to us the company has not accepted any deposits. Accordingly paragraph 5 of Companies (Auditors Report) Order 2015 is not applicable.

6. The Central Government has not prescribed the maintenance of cost records by the Company under section 148 (1) of the Companies Act 2013.

7. a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion the company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues outstanding for more than six months.

b) As at 31st March, 2015 according to the records of the Company , the following are the particulars of the disputed dues on account of sales tax, income tax, customs duty, wealth tax, Service tax and cess, which have not been deposited on account of any dispute.

Sl. No. Period Nature of Dues Not Paid (Rs in Lakhs)

1 2011-12 Income Tax 40.94

2 2002-03 International Tax 67.09

3 2001-06 Service Tax 1,345.53

4 2001-06 Service Tax 1,160.58

5 2001-06 Service Tax 147.24 6 2002-06 Service Tax 4.06

7 2002-06 Service Tax 7.53

8 2006-07 Service Tax 2.30

9 2007-08 Service Tax 2.06

10 2005-06 Service Tax 16.12

11 2005-06 Service Tax 177.14

12 2001-02 Customs 2.00

13 1996-97 Customs 18.01

14 1993-94 Sales Tax 37.57

15 1995-96 Sales Tax 20.91



Period Forum where Pending

2011-12 Deputy Commissioner of IT, Chennai-34

2002-03 ITAT

2001-06 Madras High Court

2001-06 CESTAT Chennai

2001-06 CESTAT Chennai

2002-06 CCE(A) Chennai

2002-06 CESTAT Chennai

2006-07 CCE(A) Chennai

2007-08 CCE(A) Chennai

2005-06 CCE(A) Chennai

2005-06 CESTAT Delhi

2005-06 CESTAT

1996-97 CESTAT

1993-94 Madras High Court

1995-96 ACT(Cuddalore)

c) According to the information and explanations given to us, the Company has transferred amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. The company does not have accumulated losses as on 31st March, 2015. It has not incurred cash losses for the year ended 31st March, 2015 and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to Financial Institutions, Banks or Debenture Holders.

10. In our opinion the Terms and Conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interest of the Company.

11. In our opinion, the Term Loans have been applied for the purpose for which they were raised. Financial Institutions or bank or debenture holders.

12. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For CNGSN & ASSOCIATES LLP

Chartered Accountants

Place Chennai F R No. 004915S

Date 27 May 2015

CN GANGADARAN

Partner

Membership No. 011205


Mar 31, 2014

We have audited the accompanying financial statements of Sical Logistics Limited ("the Company"), which comprise the Balance sheet as at 31st March 2014, 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 for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal 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 judgement, including the assessment of the risks of material misstatements 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 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;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books 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 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

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

Annexure: As Referred to in our report of even date

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

b) Majority of the assets have been physically verified by the management during the year but, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company is not affected.

2. a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. No discrepancies noticed on verification between the physical stock and the book records.

3. In our opinion, the Company has neither granted nor taken any loans, secured or unsecured from/to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. As such the clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

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 purchase of inventory, fixed assets and to sale of the goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. According to the information and explanation given to us the Company has not entered into transaction which requires to be recorded in pursuance of section 301 of the Companies Act.

6. In our opinion and according to the information and explanation given to us the Company has complied with directives issued by the Reserve Bank of India and the provisions of Sec.58A and 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public. As per the information and explanations given to us no order under the aforesaid sections has been passed by the Company Law Board on the Company.

7. In our opinion, the internal audit functions carried out during the year by an external agency appointed by the Management have been commensurate with the size of the Company and the nature of its business.

8. The Company does not come under section 209(1)(d) of the Companies Act.

9. a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of Provident fund, Income Tax, Sales tax, Customs duty, Excise duty, have generally been regularly deposited with the appropriate authorities. In respect of employees'' state insurance scheme, contributions have generally been regularly deposited with the appropriate authorities. There are no undisputed statutory dues outstanding for more than 6 months.

b) As at 31st March, 2014 according to the records of the Company, the following are the particulars of the disputed dues on account of Sales-Tax, Income-Tax, Custom Duty and Service Tax matters that have not been deposited:

Nature of Dues Amount (Rs. In lacs) Financial Year Pending Before

Income Tax 237.77 2009-10 CIT (A)

International Tax 67.09 2002-03 CIT (A)

Service Tax 1,345.53 2001-06 CESTAT

Service Tax 1,160.58 2001-06 CESTAT

Service Tax 147.24 2001-06 CESTAT

Service Tax 4.06 2002-06 CCE(A)

Service Tax 7.53 2002-06 CCE(A)

Service Tax 0.67 2002-06 CCE(A)

Service Tax 5.23 2002-04 CCE(A)

Service Tax 2.30 2006-07 CCE(A)

Service Tax 0.17 2006-07 CCE(A)

Service Tax 2.06 2007-08 CCE(A)

Service Tax 1.26 2007-08 CCE(A)

Service Tax 16.12 2005 CCE(A)

Customs 2.00 2001 CESTAT

Customs 18.01 1996 CESTAT

Sales Tax 37.57 1993-94 High Court

Sales Tax 20.91 1995-96 AAC, Cuddalore

10. The Company has neither accumulated losses as at 31st March, 2014 nor has it incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

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

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

13. The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of Companies (Auditors Report) Order 2003 is not applicable.

15. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institution are not prejudicial to the interest of the Company.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, short- term funds have not been applied for long term purposes.

18. During the year the Company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under Sec. 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of Companies (Auditors Report) Order 2003 is not applicable.

19. The Company has issued 12.75 %, 1000 Non - Convertible Debentures having a face value of Rs.10 lakhs each. The Company has created security and charge in respect of the said 12.75%, 1000 Non - Convertible Debentures issued.

20. The Company has not raised any money through public issue of equity shares during the period

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For CNGSN & ASSOCIATES Chartered Accountants FRNo. 004915S

Place Chennai CN GANGADARAN Date 27 May 2014 Partner Membership No. 11205


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Sical Logistics Limited ("the Company"), which comprise the Balance sheet as at 31 st March 2013, 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 for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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 judgement, including the assessment of the risks of material misstatements 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 evaluatingthe overall presentation of 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 31,2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books 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 ofthe Companies Act, 1956;and

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 ofthe directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956.

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

Annexure: As Referred to in our report of even date

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

b) All the assets have not been physically verified by the management during the year but, according to the information and explanations given to us. there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year the company has not disposed off substantial part of the fixed assets and the going concern status of the company is not affected.

2 a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventories. No discrepancies noticed on verification between the physical stock and the book records.

3 In our opinion, the company has neither granted nor taken any loans, secured or unsecured from/to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. As such the clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

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 purchase of inventory, fixed assets and with regard to sale of the inventory. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control.

5 a) In our opinion and according to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Sec. 301 of the Companies Act, 1956 and 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 regard to prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanation given to us the company has complied with directives issued by the Reserve Bank of India and the provisions of Sec.58A and 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public. As perthe information and explanations given to us no order underthe aforesaid sections has been passed by the Company Law Board on the company.

7 In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8 The company does not come under section 209(1 )(d) of the Companies Act.

9 a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of Provident fund. Income Tax, Sales tax. Customs duty, Excise duty, have generally been regularly deposited with the appropriate authorities. In respect of employees'' state insurance scheme, contributions have generally been regularly deposited with the appropriate authorities. There are no undisputed statutory dues outstanding for more than 6 months.

b) As at 31" March, 2013 according to the records of the Company, the following are the particulars of the disputed dues on account of Sales-Tax, I ncome-Tax, Custom Duty and Service Tax matters that have not been deposited:

Nature of Dues Amount (Rs. In lacs) Financial Year Pending Before

Income Tax 9375.90 2009-10 CIT(A)

International Tax 67.09 2002-03 CIT(A)

Service Tax 1.345.53 2001-06 CESTAT

Service Tax 1,160.58 2001-06 CESTAT

Service Tax 147.24 2001-06 CESTAT

Service Tax 4.06 2002-06 CCE(A)

Service Tax 7.53 2002-06 CCE(A)

Service Tax 0.67 2002-06 CCE(A)

Service Tax 5.23 2002-04 CCE(A)

Service Tax 2.30 2006-07 CCE(A)

Service Tax 0.17 2006-07 CCE(A)

Service Tax 2.06 2007-08 CCE(A)

Service Tax 1.26 2007-08 CCE(A)

Service Tax 16.12 2005 CCE(A)

Customs 2.00 2001 CESTAT

Customs 18.01 1996 CESTAT

Sales Tax 37.57 1993-94 High Court

10. The company has neither accumulated losses as at 31st March, 2013 nor it has incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

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

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

13. The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of Companies (Auditors Report) Order 2003 is not applicable.

15. In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institution are not prejudicial to the interest of the company.

16. In our opinion, the term loans have been applied forthe purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, short- term funds have not been applied for longterm purposes.

18. During the year the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under Sec. 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of Companies (Auditors Report) Order 2003 is not applicable.

19. The company has not issued debentures during the year and therefore the question of creation of charge or security does not arise.

20. The company has not raised any money through public issue of equity shares during the year.

21. Accordingto the information and explanation given to us, no fraud on or by the company has been noticed or reported during the

For and on behalf of

M/S CNGSN &. Associates

Place Chennai Chartered Accountants

Date 30th May 2013 CN CANCADARAN

Partner

Membership No. 11205

FRNo. 00491


Mar 31, 2012

We have audited the attached Balance Sheet of M/s Sical Logistics Limited, as at 31 March 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash fl ow statement for the period ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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.

Further to our comments in the Annexure referred to 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 it appears from our examination of those books.

iii The Balance Sheet, the Profit and loss account and cash fl ow 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 fl ow 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, to the extent applicable;

v On the basis of written representations received from the directors, as on 31 March 2012, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 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;

a In the case of Balance Sheet, of the state of affairs of the company as at 31 March 2012;

b In the case of Profit and Loss account, of the PROFIT for the year ended on that date; and

c In the case of cash fl ow statement, of the cash flows for the year ended on that date.

Annexure: As Referred to in our report of even date.

1 a The company has maintained proper records showing full particulars including quantitative details and the situation of fixed assets except in certain divisions which are being updated.

b All the assets have not been physically verified by the management during the year but, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c During the year the company has not disposed off substantial part of the fixed assets and the going concern status of the company is not affected.

2 a Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c The company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3 In our opinion, the company has neither granted nor taken any loans, secured or unsecured from/to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. As such the clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

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 purchase of inventory, fixed assets and with regard to sale of the inventory. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control.

5 a In our opinion and according to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Sec. 301 of the Companies Act, 1956 and 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 regard to prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanation given to us the company has complied with directives issued by the Reserve Bank of India and the provisions of Sec.58A and 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public. As per the information and explanations given to us no order under the aforesaid sections has been passed by the Company Law Board on the company.

7 In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8 The company does not come under section 209(1)(d) of the Companies Act.

9 a According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect Provident fund, Income Tax, sales tax, customs duty, excise duty, have generally been regularly deposited with the appropriate authorities. In respect of employees' state insurance scheme, contributions have generally been regularly deposited with the appropriate authorities. There are no undisputed statutory dues outstanding for more than 6 months.

b As at 31 March 2012 according to the records of the Company, the following are the particulars of the disputed dues on account of sales-tax, income-tax, custom duty and wealth-tax matters that have not been deposited:

Nature of Dues Amount (Rs Lacs) Period Asst. Year Pending before

Income Tax 207.30 2003-04 CIT (A)

Income Tax 983.91 2004-05 CIT (A)

Income Tax 1,698.74 2005-06 CIT (A)

Income Tax 9.97 2006-07 CIT (A)

Income Tax 420.50 2008-09 CIT (A)

International Tax 14.82 2002-03 CIT (A)

International Tax 70.77 2003-04 CIT (A)

International Tax 49.00 2004-05 CIT (A)

International Tax 180.20 2005-06 CIT (A)

International Tax 9.69 2006-07 ITAT

International Tax 97.33 2007-08 CIT (A)

Service Tax 1,345.53 2001-06 CESTAT

Service Tax 1,160.58 2001-06 CESTAT

Service Tax 147.24 2001-06 CESTAT

Service Tax 4.06 2002-06 CCE(A)

Service Tax 7.53 2002-06 CCE(A)

Service Tax 0.67 2002-06 CCE(A)

Service Tax 5.23 2002-04 CCE(A)

Service Tax 2.30 2006-07 CCE(A)

Service Tax 0.17 2006-07 CCE(A)

Service Tax 2.06 2007-08 CCE(A)

Service Tax 1.26 2007-08 CCE(A)

Service Tax 16.12 2005 CCE(A)

Customs 70.01 1996 High Court of Gujarat

Customs 7.40 1996 High Court of Madras

Customs 2.00 2001 CESTAT

Customs 7.40 2001 AC(CE), Bhubaneshwar

Customs 18.01 1996 CESTAT

Sales Tax 37.57 1993-94 Supreme Court

Sales Tax 40.96 1998-99 STAT

Sales Tax 33.16 2005-06 AAC, Chennai

10 The company has neither accumulated losses as at 31 March 2012 nor it has incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

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

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

13 The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14 According to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of Companies (Auditors Report) Order 2003 is not applicable.

15 In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institution are not prejudicial to the interest of the company.

16 In our opinion, the term loans have been applied for the purpose for which they were raised.

17 According to the information and explanation given to us and on overall examination of the balance sheet of the company, short-term funds have not been applied for long term purposes.

18 During the year the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under Sec. 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of Companies (Auditors Report) Order 2003 is not applicable.

19 The company has not issued debentures during the year and therefore the question of creation of charge or security does not arise.

20 The company has not raised any money through public issue of equity shares during the year.

21 According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

Place Chennai For and on behalf of

Date 28 May 2012 M/s CNGSN & Associates

Chartered Accountants

CN GANGADARAN

Partner

Membership No. 11205

FR No. 004915S


Mar 31, 2010

We have audited the attached Balance Sheet of M/s Sical Logistics Limited, as at 31 March 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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.

Further to our comments in the Annexure referred to 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 it appears from our examination of those books;

iii The Balance Sheet, the Profi t 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, to the extent applicable;

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

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;

a In the case of Balance Sheet, of the state of affairs of the company as at 31 March 2010; b In the case of Profit and Loss account, of the PROFIT for the year ended on that date; and c In case of cash flow statement, of the cash flows for the year ended on that date. Annexure: As Referred to in our report of even date. 1 a The company has maintained proper records showing full particulars including quantitative details and the situation of fixed assets except in certain divisions which are being updated.

b All the assets have not been physically verified by the management during the year but, according to the information and explanations given to us, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c During the year the company has not disposed off substantial part of the fixed assets and the going concern status of the company is not affected.

2 a Inventories have been physically verifid during the year by the management. In our opinion, the frequency of verification is reasonable.

b In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c The company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3 a In our opinion, the company has neither granted nor taken any loans, secured or unsecured from/to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. As such the clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

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 purchase of inventory, fixed assets and with regard to sale of the inventory. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. a In our opinion and according to the information and explanation given to us, we are of the opinion that the transaction that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Sec. 301 of the Companies Act, 1956 and 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 regard to prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanation given to us the company has complied with directives issued by the Reserve Bank of India and the provisions of Sec.58A and 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public. As per the information and explanations given to us no order under the aforesaid sections has been passed by the Company Law Board on the company.

7 In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8 The company does not come under section 209(1)(d) of the Companies Act.

9 a According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect Provident fund, Income Tax, sales tax, customs duty, excise duty, have generally been regularly deposited with the appropriate authorities. In respect of employees state insurance scheme, contributions have generally been regularly deposited with the appropriate authorities. There are no undisputed statutory dues outstanding for more than 6 months.

b As at 31 March 2010 according to the records of the Company, the following are the particulars of the disputed dues on account of sales-tax, income-tax, custom duty and wealth-tax matters that have not been deposited:

Nature of Dues Amount (Rs Lacs) Period to which the amount relates Forum where dispute is pending

(Financial Year)

Income Tax 81.01 2005-2006 CIT(A) - since adjusted in May

Income Tax 48.77 2001-2002 CIT(A) - since adjusted in May

Income Tax 598.49 2006-2007 CIT(A) - since adjusted in May

Wealth Tax 16.56 1996-97to 2000-2001 CIT(A)

Sales Tax 0.95 1986-1987 CTO, HR V

Sales Tax 2.47 1991-1992 to 1994-1995 JC Chennai

Sales Tax 5.40 1986-1987 STAT

Sales Tax 10.37 1989-1990 STAT

Sales Tax 641.00 1982-83 & 1986-87 JC Vellore [Interest]

Service Tax 843.85 2002-2006 CESTAT

Service Tax 14.08 2006-2007 CCE(A) Service Tax 4.42 2002-2006 CCE (A), Madurai

Service Tax 961.22 2002-2006 CESTAT [Penalty]

10 The company has neither accumulated losses as at 31 March 2010 nor it has incurred any cash losses during the financial year ended on that date or in the immediately preceding fi nancial year

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

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

13 The provisions of any special statute asspecified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14 According to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of Companies (Auditors Report) Order 2003 is not applicable.

15 In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institution are not prejudicial to the interest of the company.

16 In our opinion, the term loans have been applied for the purpose for which they were raised.

17 According to the information and explanation given to us and on overall examination of the balance sheet of the company, short-term funds have not been applied for long term purposes.

18 During the year the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under Sec. 301 of the Companies Act, 1956. Accordingly, clause 4(xviii) of Companies (Auditors Report) Order 2003 is not applicable.

19 The company has not issued debentures during the year and therefore the question of creation of charge or security does not arise.

20 The company has not raised any money through public issue of equity shares during the year.

21 According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

Place Chennai

Date 25 May 2010

For and on behalf of

M/s CNGSN & Associates

Chartered Accountants



CN GANGADARAN

Partner

Membership No. 11205

FRNo. 004915S

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