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Auditor Report of Skipper Ltd.

Mar 31, 2015

REPORT ON STANDALONE FINANCIAL STATEMENTS

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

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

AUDITORS 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depends 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 procedure that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit option 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 for the company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

OTHER MATTERS

The financial statements of the company for the year ended March 31, 2014, were audited by another auditor who expressed an unmodified opinion on those statements on April 30, 2014.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY RE- QUIREMENTS

1. As required by the companies (Auditor''s Report) order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the annexure a statement on the matters specified in the paragraphs 3 and 4 of the order, to the extent applicable.

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

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

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

c) the balance sheet, the statement of profit and loss, and the cash flow statements dealt with by this report are in agreement with the books of accounts;

d) in our opinion, the aforesaid standalone financial statement comply with the applicable 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 representation 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 Auditors 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 litigation on its financial position in its financial statements- Refer Note 24 (a) to the financial statements;

(ii) the company has long term contracts including derivatives contracts as on 31st March 2015 for which there were no materials foreseeable losses; and

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

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Skipper Limited (the Company)

1) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As per the information and explanations given to us, physical verifcation of fxed assets has been carried out in terms of the phased program of verifcation of its fxed assets adopted by the Company and no material discrepancies were noticed on such verifcation. In our opinion, the frequency of verifcation is reasonable having regard to size of the Company and nature of its business.

2) (a) The inventories have been physically verifed at reasonable intervals during the year by the management.

(b) In our opinion, the procedure of physical verifcation of inventories 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 between the physical stocks and book stock, which are not signifcant, have been properly dealt within the books of accounts.

3) The Company has not granted any loans, secured or unsecured to companies, frms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

4) On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. Further, on the basis of our examination of the records of the Company and according to the information and explanation given to us, we have not observed any continuing failure to correct major weakness in such internal control system.

5) The Company has not accepted any deposit from the public.

6) We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under Section 148 (1) for the Companies Act 2013 and are of the opinion that, prima facie, the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7) (a) According to the information and the explanations given to us and on the basis of our examination of the books of accounts, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the company examined by us, no undisputed statutory dues as above were outstanding as at 31st March, 2015 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given to us, the dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Value Added Tax, Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March, 2015 are as under :-

Name of the Nature of the Dues Amount (Rs. In Statute Millions) Year

West Bengal Sales West Bengal Sales Tax 13.72 2005-06

Tax Act 1994 10.64 2006-07

West Bengal Value West Bengal Value Added 50.18 2009-10

Added Tax Act, 2003 Tax 52.90 2010-11

3.77 2011-12

Central Sales Tax Central Sales Tax 12.17 2005-06

Act 1956 2.33 2006-07

0.98 2006-07

24.60 2010-11

21.74 2011-12

The Central Excise Central Excise 0.19 2005-06

Act, 1944 0.74 2007-08

0.30 2010-11

1.24 2007-08 & 2008-09

Service Tax under Service Tax 0.37 2005-06

Finance Act, 1994

0.05 2007-08

5.60 2007-08



Namr of the Statute Forum where dispute is pending

West Bengal Sales West Bengal Com. Taxes Appellate & Tax Act 1994 Revisional Board

West Bengal Value Added Tax Act, 2003 Additional Commissioner of Commercial Taxes, Kolkata

Joint Commissioner of Commercial Taxes, Kolkata

Central Sales Tax West Bengal Com. Taxes Appellate & Revisional Board

Joint Commissioner of Commercial Taxes, Kolkata

The Central Excise Commissioner Appeals (Central Act, 1994 Excise), Kolkata

Commissioner (Appeals I) - Central Excise Kolkata

Service Tax under Finance Act ,1994 Customs, Excise and Service Tax Appellate Tribunal, Kolkata

Commissioner (Appeals), Service Tax, Kolkata

(c) According to the information and explanations given to us the amounts which were required to be transferred to the Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8) The Company doesn''t have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9) The Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders

10) According to the informations and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions during the year ended 31 st March, 2015.

11) According to the information and explanations given to us the Company has applied term loans for the purpose for which they were obtained during the year.

12) During the course of our examination of the books and records of the company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanation given to us no fraud by the company and no material fraud on the company has been noticed or reported during the year

For Singhi & Co.

Chartered Accountants

Firm Regn No.-302049E



Pradeep Kumar Singhi

Partner

Membership No. 50773

Kolkata

Date: 22nd May, 2015


Mar 31, 2013

1. We have audited the accompanying financial statements of SKIPPER LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2013 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

We conducted our audit in accordance with the auditing standards generally accepted in 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 of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depend on the auditors judgement, including the assessment of the risk of material mis-statement 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 the management as well as evaluating the overall presentation of the financial statements.

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

Opinion I

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 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 the Balance Sheet, of the ''State of Affairs''of the Company as at 31st March 2013;

(b) inthecaseoftheStatementof Profitand Loss, of the ''Profit'' for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

4. 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.

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

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

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

(iii) The Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account submitted to us;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss 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 Act;

(v) On the basis of written representations received from the directors, as on 31st March 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

Annexure to Independent Auditors'' Report

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) According to information and explanations given to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As informed to us, all the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. As explained to us, no material discrepancies were noticed on such verification.

(c) According to information and explanation given to us, the Company has not disposed off a substantial part of its fixed assets and the going concern status of the Company is not affected.

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

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

(c) The Company is maintaining proper records

of inventory. According to information and explanation given to us, no discrepancies were noticed on verification between the physical inventories and the book records.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(iii)(a) to 4(iii)(d) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(b) The Company had taken loan, unsecured, from Company covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs. 173,033,305 and the year-end balance of loans taken from Company was Rs. 27,161,305. The Company had taken loan from directors. The maximum amount involved during the year wasRs. 360,569,693 and the year-end balance of loans taken from directors was Rs. 325,597,382. The Company had not taken any loan from any other party covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

(vii) The Company has an internal audit system, which in our opinion is commensurate with the size and nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been made and maintained.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except for the following:

Name of the statute Nature of dues Amount Year inRs.

West Bengal Sales Tax Act, 1994 West Bengal Sales Tax 13,723,982 2005-06

Central Sales Tax Act, 1956 Central Sales Tax 12,166,947 2005-06

West Bengal Sales Tax Act, 1994 West Bengal Sales Tax 10,641,206 2006-07

Central Sales Tax Act, 1956 Central Sales Tax 2,335,020 2006-07

Central Sales Tax Act, 1956 Central Sales Tax 977,761 2006-07

Central Sales Tax Act, 1956 Central Sales Tax 4,299,281 2009-10

Income Tax Act, 1961 Income Tax 1,222,718 2005-06

The Central Excise Act, 1944 Central Excise 188,936 2005-06

The Central Excise Act, 1944 Central Excise 743,086 2007-08

The Central Excise Act, 1944 Central Excise 301,231 2010-11

Service Tax under Finance Act, 1994 Service Tax 367,200 2005-06

Service Tax under Finance Act, Service Tax 50,852 2007-08 1994



Name of the Statute Forum where dispute Pending

West Bengal Sales Tax Act, 1994 West Bengal Com. Taxes Appellate & Revisional Board

Central Sales Tax Act, 1956 West Bengal Com. Taxes Appellate & Revisional Board

West Bengal Sales Tax Act, 1994 West Bengal Com. Taxes Appellate & Revisional Board

Central Sales Tax Act, 1956 West Bengal Com. Taxes Appellate & Revisional Board

Central Sales Tax Act, 1956 Joint Commissioner of Commercial Taxes

Central Sales Tax Act, 1956 Joint Commissioner of Commercial Taxes

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

The Central Excise Act, 1944 Commissioner Appeals (Central Excise), Kolkata

The Central Excise Act, 1944 Commissioner Appeals (Central Excise), Kolkata

The Central Excise Act, 1944 Commissioner Appeals (Central Excise), Kolkata

Service Tax under Finance Act, 1994 Customs, Excise& Service Tax Appellate Tribunal, Kolkata

Service Tax under Finance Act, 1994 Commissioner (Appeals), Service Tax

(x) The Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

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

(xv) According to information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short-term basis have been used for long- term investment.

(xviii) According to the information and explanations given to us, the Company has made preferential allotment of shares to a Company covered in the register maintained under section 301 of the Act and complied with the statutory regulations.

(xix) According to the information and explanations given to us, the Company has not issued any debentures.

(xx) According to the information and explanations given to us, the Company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For PATANJALI & CO. Chartered Accountants Firm Regn.No.308163E

PATANJALI SHARMA Kolkata Partner Dated: the 29th day of May, 2013 Membership No. 14993


Mar 31, 2012

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

2. We conducted our audit in accordance with the 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.

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

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

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

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

iii) The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account submitted to us;

iv) Inouropinion,theBalanceSheet, Profitand Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes appearing thereon, 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 the Balance Sheet, of the ''State of Affairs'' of the Company as at 31st March 2012;

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

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

Annexure to Auditors'' Report (Referred to in paragraph 3 of our report of even date)

i) a) According to information and explanations given to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As informed to us, some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. As explained to us, no material discrepancies were noticed on such verification.

c) According to information and explanation given to us, the company has not disposed off a substantial part of its fixed assets and the going concern status of the Company is not affected.

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

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. However, the procedures for verification in certain areas needs to be further streamlined.

c) The company is maintaining proper records of inventory, except for certain items of consumable stores, which as explained to us is not material. According to information and explanation given to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of accounts.

iii) a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (a) to 4 (iii) (d) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

b) The company had taken loan, unsecured, from company covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs. 16,41,43,870 and the year-end balance of loans taken from company was Rs. 13,80,35,899. The Company had taken loan from directors. The maximum amount involved during the year was Rs. 37,35,69,693 and the year-end balance of loans taken from directors was Rs. 33,25,69,693. The Company had not taken any loan from any other party covered in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

d) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

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

v) a) According to the information and explanations given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA or any relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii) The Company has an internal audit system, which in our opinion is commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of Steel Tubes & Pipes and Hot Rolled Products ofthecompany andareofthe opinion that prima facie, the prescribed accounts and records have been made and maintained.

ix) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, except for delay in some cases. There is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except for the following :

Name of the statue Natrue of dues Amoung in Year

CentralSalesTaxAct,1956 CentralSalesTax 54,46,030 2008-09

West Bengal Sales Tax WestBengalSalesTax 1,37,23,982 2005-06 Act,1994

CentralSalesTaxAct,1956 CentralSalesTax 1,21,66,947 2005-06

WestBengalSalesTaxAct,1994 WestBengalSalesTax 1,06,41,206 2006-07

CentralSalesTaxAct,1956 CentralSalesTax 23,35,020 2006-07

CentralSalesTaxAct,1956 CentralSalesTax 9,77,761 2006-07

IncomeTaxAct,1961 IncomeTax 12,22,718 2005-06

TheCentralExciseAct,1944 CentralExcise 1,88,936 2005-06

TheCentralExciseAct,1944 CentralExcise 7,43,086 2007-08

TheCentralExciseAct,1944 CentralExcise 3,01,231 2010-11

ServiceTaxunderFinanceAct ServiceTax 3,67,200 2005-06 1994

Name of the statue Forum where dispute is pending

CentralSalesTaxAct,1956 Joint Commissioner of Commercial Taxes

West Bengal Sales Tax West Bengal Com.Taxes Act,1994 Appellate & Revisional Board

CentralSalesTaxAct,1956 West Bengal Com.Taxes Appellate & Revisional Board

WestBengalSalesTaxAct,1994 West Bengal ComTaxes Appellate & Revisional Board

CentralSalesTaxAct,1956 West Bengal Com.Taxes Appellate & Revisional Board

CentralSalesTaxAct,1956 Joint Commissioner of Commercial Taxes

IncomeTaxAct,1961 Commissioner of Income Tax (Appeals)

TheCentralExciseAct,1944 Commissioner Appeals (Central Excise), Kolkata

TheCentralExciseAct,1944 Commissioner Appeals (Central Excise), Kolkata

TheCentralExciseAct,1944 Additional Commissioner, Haldia,Commissionarate

ServiceTaxunderFinanceAct 1994 Customs,Excise & Service Tax AppellateTribunal, Kolkata

x) The Company has no accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

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

xv) According to information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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

xvii) According to the information and explanations given to us and on an overall examination ofthe Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long- term investment.

xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 ofthe Act.

xix) According to the information and explanations given to us, the Company has not issued any debentures.

xx) According to the information and explanations given to us, the Company has not raised any money by public issues.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Patanjali & Co. Chartered Accountants Firm Regn No. 308163E

Place: Kolkata (Patanjali Sharma) Date: 30th day of May, 2012 Partner Membership No. 14993


Mar 31, 2011

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

2. We conducted our audit in accordance with the 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.

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

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

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

audit:

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

(iii) The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account submitted to us;

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes appearing thereon, 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 the Balance Sheet, of the ''State of Affairs'' of the Company as at 31st March 2011

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

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

Annexure to Auditors'' Report (Referred to in paragraph 3 of our report of even date)

(i) (a) According to information and explanations given to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As informed to us, some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. As explained to us, no material discrepancies were noticed on such verification.

(c) According to information and explanation given to us, the company has not disposed off a substantial part of its fixed assets and the going concern status of the Company is not affected.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verific -ation is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. However, the procedures for verification in certain areas needs to be further streamlined.

(c) The company is maintaining proper records of inventory, except for certain items of consumable stores, which as explained to us is not material. According to information and explanation given to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of accounts.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(iii)(a) to 4(iii)(d) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(b) The company had taken loan, unsecured, from one company covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs.10,00,00,000 and the year-end balance of loans taken from company was Nil. The Company had taken loan from four directors. The maximum amount involved during the year was Rs.31,87,50,000 and the year-end balance of loans taken from directors was Rs.21,06,50,000. The Company had not taken any loan from any other party covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

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

(v) (a) According to the information and explanations given to us, we are ofthe opinion that particulars of contracts or arrangements referred to in section 301 ofthe Companies Act, 1956 have been entered into the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA or any relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) The Company has an internal audit system, which in our opinion is commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of Steel Tubes & Pipes and Hot Rolled Products of the company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, except for delay in some cases. There is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except for the following:

Name of the statue Natru of dues Amount in Rs Year

Centrol Tax Act,1956 Centrol Sales Tax 31,15,941 2007-08

West Bengal Sales West Bengal Sales Tax 1,37,23,982 2005-06 Tax Act, 1994

CentralSalesTax CentralSalesTax 1,21,66,947 2005-06 Act,1956

West Bengal West Bengal Sales Tax 1,06,41,206 2006-07 sales tax act 1994

CentralSalesTax CentralSalesTax 23,35,020 2006-07 Act,1956

CentralSalesTax CentralSalesTax 9,77,761 2006-07 Act,1956

IncomeTaxAct,1961 IncomeTax 12,22,718 2005-06

The Central Excise Central Excise 1,88,936 2005-06 Act, 1944

The Central Excise Central Excise 7,43,086 2007-08 Act, 1944

Name of the Statue Forum where dispute is pending

Centrol Tax Act,1956 Joint Commissioner of Commercial Taxes

West Bengal Sales West Bengal Com.Taxes Tax Act, 1994 Appellate & Revisional Board

CentralSalesTax West Bengal Com.Taxes Act,1956 Appellate & Revisional Board

West Bengal West Bengal Com. sales tax act 1994 Taxes Appellate & Revisional Board

CentralSalesTax West Bengal Com. Act,1956 Taxes Appellate & Revisional Board

IncomeTaxAct,1961 Joint Commissioner of Commercial Taxes

The Central ExciseCommissioner of Act, 1944 Income Tax (Appeals)

The Central ExciseCommissioner Appeals Act, 1944 (Central Excise), Kolkata

The Central Commissioner Appeals Act, 1944 (Central Excise), Kolkata

s (x) The Company has no accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

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

(xv) According to information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long- term investment.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the Company has not issued any debentures.

(xx) According to the information and explanations given to us, the Company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For PATANJALI & CO. Firm Regn. No. 308163E Chartered Accountants (PATANJALI SHARMA) Kolkata Partner Dated: the 30th day of May, 2011 Membership no. 14993

 
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