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Auditor Report of Stanpacks (India) Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statement

The Company's Board of Directors is responsible for the matters 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounti ng 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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:

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

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

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

Emphasis of Matters:

We draw attention to Note No.4 of the notes to accounts to the financial statements prepared on going concern basis which is self explanatory. Our opinion is not modified in respect of this matter.

Report on the other Legal and regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, We give in the Annexure 1 on the matters specified in paragraph 3 & 4 of the order.

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

a) We have sought and obtained all the informati on 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 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 written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. No amount is required to be transferred to the Investor Education and Protection Fund by the Company as on 31 March, 2015.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Stanpaeks (India) Limited on the accounts of the company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available.

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

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

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

(b) In our opinion and according to the information and explanations given to us, the physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of the business.

(c) The Company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of stocks, as compared to book records.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a) and iii (b) of the order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and for the sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

(v) In our opinion, and according to the information and explanation given to us, the company has not accepted any deposits; hence, clause (v) is not applicable to the company. Accordingly, directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable.

(vi) The Company is not required to maintain cost records pursuant to the Rules made by the Central Government for maintenance of cost records under sub-section (1) of section 148 of the Act.

(vii) (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value added tax, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of sales tax including value added tax and duty of excise as at 31st March of 2015 which have not deposited on account of a dispute, are as follows:

Amt. S. No Name of the Nature of Dues (Rs. in Pertaining Statute lakhs)

i. Sales Tax Sales Tax Demand 3.53 1995-1996

ii. Sales Tax Sales Tax Demand 1.28 1997-1998

iii. Sales Tax Sales Tax Demand 0.80 2001-2002

iv. Central Excise Excise Duty Demand 2.18 2007-2008

v. Central Excise Excise Duty Demand 4.12 2008-2009

S. No Name of the Forum where the dispute is pending Statute

On Appeal the case was remanded back i. Sales Tax to the assessing Officer

ii. Sales Tax - do -

iii. Sales Tax - do -

Appeal pending with The Assistant iv. Central Excise Commissioner of Central Excise, Chennai

v. Central Excise - do -

According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, wealth tax and service tax which have not been deposited on account of any dispute.

(c) Company does not have any amount 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.

(viii) The company has accumulated losses of Rs. 480.13 lakhs at the end of the financial year and it has made a cash profit in the current year as against the cash losses in the previous year.

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

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by other from bank or financial institutions.

(xi) Based on the information and explanations given by the management, term loans were applied for the purpose for which the loans were obtained.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the management has been noticed or reported during the year.

For M.Srinivasan & Associates Chartered Accountants, (FRN No: 004050S)

Place: Chennai M. Srinivasan Date: 28th May, 2015 Partner M.No: 022959


Mar 31, 2014

We have audited the accompanying financial statements of Stanpacks (India) Limited (''the Company''), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2) 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 ("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.

3) Auditor''s Responsibility

a) 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.

b) 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 misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

4) 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 Profit and Loss Account, of the Loss for the year ended on that date; and

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

5) Emphasis of Matters:

We draw attention to Note No. 3 of the financial statements in this regard on the erosion of 71% of the networth as on the balance sheet date. The management is confident of bringing in long term funds by selling the idle land and buildings at Nellore which will result in liquidation of some of the borrowings thereby saving substantial interest cost. The company is also confident of better performance in the current financial year. Our opinion is not qualified in respect of this matter.

6) 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-sechon (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 and Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

Annexure to the Independent Auditor''s Report

Referred to in paragraph 6 of our report of even date

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

(b) The Company has a regular program of Physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

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

(ii) (a) The Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion, the procedures for the 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. However, the Company has taken unsecured loans from one party, Balaji Trading Private Limited covered in the register maintained under Section 301 of the Companies Act, 1956 aggregating to 202.48 lakhs (Maximum amount outstanding during the year 202.48 Lakhs).

(b) The rate of interest and the terms and conditions are not prima facie, prejudicial to the interest of the Company.

(c) The Company has paid the Interest at regular intervals.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion and according to the information and explanation given to us, there are contracts and arrangements which require the particulars need to be entered into the register maintained under section 301 of the Companies act, 1956 and the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has complied with the provisions of section 58A and 58AA or any other relevant provision of the Act and the Companies (Acceptance of Deposit) rules, 1975 with regard to deposits accepted from Public.

(vii) In our opinion, the company has an internal audit system 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 prescribed by the Central Government for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted or accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income tax, Sales tax, Excise duty, Service tax, customs duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed statutory dues in respect of Provident Fund, Income tax, Sales tax, Customs duty, Service tax and other material statutory dues that were in arrears as at 31st March 2014 for a period more than six months from the date they became payable.

(b) Details of dues of Sales tax and Excise duty that have not been deposited on account of disputes are as stated in Note 8 of the notes to the accounts forming part of the financial statements.

(x) In our opinion, the accumulated losses of the Company are more than 71% of its networth. The Company has incurred Cash loss of Rs 32.40 lakhs during the year as compared to the cash loss of Rs.177.97 lakhs during the previous 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 its bankers or to any financial institutions.

(xii) The Company has not granted any loans and advances on the basis of the security by way of pledge of shares, debentures and other securities.

(xiii) The Provisions of any special statute applicable to a chit fund, nidhi, mutual benefit fund/societies are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) In our opinion and according to the information and explanation given to us, 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, funds raised on short term basis have, prima facie not been utilised during the year for long-term investment/application and vice versa.

(xviii) The Company has not made any preferential allotment of shares to companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) Since the Company has not issued any debentures, the provisions of clause 4 (xix) of the Companies (Auditors report) order 2003 are not applicable to the Company.

(xx) The Company has not raised any money by way of public issue, during the year.

(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 M.Srinivasan & Associates Chartered Accountants, (FRN No: 004050S)

Place: Chennai M. Srinivasan Date: 29th May, 2014 Partner M.No: 022959


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of Stanpacks (India) 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 then ended, and a summary of significant accounting policies and other explanatory information.

2. 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 "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.

3. Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

4. 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 Profit and Loss Account, of the Loss for the year ended on that date; and

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

5. 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 and Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, 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 Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Referred to in paragraph 3 of our report of even date

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

(b) The Company has a regular program of Physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

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

(ii) (a) The Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion, the procedures for the 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. However, the Company has taken unsecured loans from one party, Balaji Trading Private Limted covered in the register maintained under Section 301 of the Companies Act, 1956 aggregating to 168.66 lakhs (Maximum amount outstanding during the year 176.77 Lakhs).

(b) The rate of interest and the terms and conditions are not prima facie, prejudicial to the interest of the Company.

(c) The Company has paid the Interest at regular intervals.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion and according to the information and explanation given to us, there are contracts and arrangements which require the particulars need to be entered into the register maintained under section 301 of the Companies act, 1956 and the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the Company has complied with the provisions of section 58A and 58AA or any other relevant provision of the Act and the Companies (Acceptance of Deposit) rules, 1975 with regard to deposits accepted from Public.

(vii) In our opinion, the company has an internal audit system 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 prescribed by the Central Government for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted or accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income tax, Sales tax, Excise duty, Service tax, customs duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed statutory dues in respect of Provident Fund, Income tax, Sales tax Customs duty, Service tax and other material statutory dues that were in arrears as at 31st March 2013 for a period more than six months from the date they became payable.

(b) Details of dues of Sales tax and Excise duty that have not been deposited on account of disputes are as stated in Note 7 of the notes to the accounts forming part of the financial statements.

(x) In our opinion, the accumulated losses of the Company are more than 50% of its net worth. The Company has incurred Cash loss of Rs 177.97 during the year and no cash loss has been incurred in 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 its bankers or to any financial institutions.

(xii) The Company has not granted any loans and advances on the basis of the security by way of pledge of shares, debentures and other securities.

(xiii) The Provisions of any special statute applicable to a chit fund, nidhi, mutual benefit fund/societies are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) In our opinion and according to the information and explanation given to us, 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, funds raised on short term basis have, prima facie not been utilised during the year for long-term investment/application and vice versa.

(xviii) The Company has not made any preferential allotment of shares to companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) Since the Company has not issued any debentures, the provisions of clause 4 (xix) of the Companies (Auditors report) order 2003 are not applicable to the Company.

(xx) The Company has not raised any money by way of public issue, during the year.

(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 M. SRINIVASAN & ASSOCIATES

Chartered Accountants

Firm Registration No. 004050S

Place : Chennai R. MOHAN

Date : 30th May, 2013 Partner

Membership No. 022460


Mar 31, 2011

1. We have audited the attached balance sheet of Stanpacks (India) Limited ("the Company") as at 31st March 2011, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto signed by us under reference to this report. 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 have 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.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended, issued by the Ministry of Corporate Affairs 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 in paragraph 3 above, we report that:

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

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

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

(d) In our opinion, the balance sheet, profit and loss account and 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;

(e) On the basis of written representations received from the directors, as at 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as at 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 on the said date;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read with the statement of significant accounting policies and notes to the accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of the balance sheet, of the state of affairs of the Company as at 31st March 2011;

(ii) In the case of the profit and loss account, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 3 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) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are annually verified by the management. In our opinion, this periodicity of physical verification 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) The company has not disposed off substantial part of its fixed assets during the year.

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

(b) The procedures for the 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. The discrepancies noticed on verification between the physical stocks and the book records were material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, the Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act, 1956, aggregating to Rs. 1,00,82,994 (Maximum amount outstanding during the year Rs. 1,00,82,994) The rate of interest and the terms and conditions are not prima facie, prejudicial to the interest of the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are contracts or arrangements, and the particulars of transactions are entered into the register referred to in Section 301 of the Companies Act, 1956 and the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion, the company has complied with the provisions of section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) rules, 1975 with regard to deposits accepted from public.

(vii) The Company has an internal audit system commensurate with its size and nature of business.

(viii) The Central Government of India has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products manufactured or services rendered by the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted or accrued in the books of account in respect of undisputed statutory dues including Provident fund, Income-tax, Sales tax, Customs duty, Service tax and other material statutory dues have been generally regularly deposited, during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund, Employees' state insurance, Excise duty and Wealth tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Income tax, Sales tax, Customs duty, Service tax and other material statutory dues that were in arrears as at 31st March 2011 for a period of more than six months from the date they became payable.

(c) Details of dues towards sales tax and excise duty that have not been deposited on account of dispute are as stated in Note 18 of notes to the accounts forming part of the financial statements.

(x) In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. No cash loss incurred by the Company in 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 its bankers or to any financial institutions.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to a chit fund, nidhi, mutual benefit fund/ societies are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) 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 Company has used Rs. 50.29 lakhs of funds raised on short-term basis for long term investment.

(xvii) The Company has not made any preferential allotment of shares to companies or firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xviii) Since the company has not issued any debentures, the provisions of clause 4 (xix) of the companies (Auditors report) order 2003 are not applicable to the company.

(xix) The Company has not raised any money by way of public issues during the year.

(xx) 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 M.Srinivasan & Associates Chartered Accountants Firm Registration No.: 004050S

M.Srinivasan Partner Membership No.: 022959

Place Chennai Date May 26, 2011


Mar 31, 2010

We have audited the attached balance sheet of Stanpacks (India) Limited ("the Company") as at 31 March, 2010, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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, as amended, issued by the Ministry of Corporate Affairs 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:

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

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

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

(d) in our opinion, the balance sheet, profit and loss account and 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;

(e) on the basis of written representations received from the directors, as at 31 March, 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at 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 on the said date;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March, 2010; (ii) in the case of the profit and loss account, of the loss of the Company for the year ended on that date; and (iii) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in our report to the members of Stanpacks (India) Limited ("the Company") for the year ended 31 March, 2010. We report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are annually verified. In our opinion, this periodicity of physical verification 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) Fixed assets disposed off during the year part of old Machinery were not substantial and therefore, do not affect the going concern assumption.

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

(b) The procedures for the 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. The discrepancies noticed on verification between the physical stocks and the book records were material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, the Company has taken unsecured loans from one party of Rs. 1,50,000 covered in the register maintained under Section 301 of the Companies Act, 1956. The rate of interest and the terms and conditions are not prima facie, prejudicial to the interest of the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are contracts or arrangements and the particulars of transactions are entered into the register referred to in Section 301 of the Companies Act, 1956 and the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has accepted deposits from the public and as per the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with.

(vii) The Company has an internal audit system commensurate with its size and nature of business.

(viii) The Central Government of India has not prescribed the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 for any of the products manufactured or services rendered by the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted or accrued in the books of account in respect of undisputed statutory dues including Provident fund, Income-tax, Sales tax, Customs duty, Service tax and other material statutory dues have been generally regularly deposited, during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund, Employees state insurance, Excise duty and Wealth tax.

There are no dues on account of Cess under Section 441A of the Companies Act, 1956 since the date from which the aforesaid section comes into force has not yet been notified by the Central Government of India.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Income tax, Sales tax, Customs duty, Service tax and other material statutory dues that were in arrears as at 31 March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues in the respect of Income-tax, Service tax, Wealth tax, Excise duty and Cess which have not been deposited on account of any dispute. The company disputes the following Sales tax and excise duty dues:



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

Sales Tax Sales Tax 8,25,477 1994-95 On Appeal and the case Demand was remanded to the Assessing officer.

Sales Tax Sales Tax 3,53,788 1995-96 On Appeal and the case Demand was remanded to the Assessing officer.

Sales Tax Sales Tax 1,28,925 1997-98 On Appeal and the case Demand was remanded to the Assessing officer.

Sales Tax Sales Tax 80,755 2001-02 On Appeal and the case Demand was remanded to the Assessing officer.

Central Excise Excise Duty 218,870 2007-08 Appealpending with The Demand Assistant Commissioner of Central Excise, Chennai

Central Excise Excise Duty 412,853 2008-09 Appealpending with The Demand Assistant Commissioner of Central Excise, Chennai



(x) In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has incurred losses in the financial year ended as on that date and cash losses incurred by the Company in 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 its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) 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 Company has used Rs.97.98 lacs funds on short-term basis for long term investment.

(xvii) The Company has not made any preferential allotment of shares to companies or firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xviii) The Company did not have any outstanding debentures during the year.

(xix) The Company has not raised any money by public issues during the year of audit.

(xx) 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 M.SRINIVASAN & ASSOCIATES

Chartered Accountants

Firm registration no.:004050S

Place : Chennai N.KISHORE

Date : May 27, 2010 Partner

Membership No.025789

 
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