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Auditor Report of Supreme Industries Ltd.

Mar 31, 2017

Independent Auditor''s Report

To The Members of

The Supreme Industries Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of THE SUPREME INDUSTRIES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the financial statements of various branches located in India have been audited by the branch auditors .

Management''s Responsibility for the Standalone Financial Statements

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

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 there under.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, its profit including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Other Matter

Opening balances have been considered based on the audited financial statements prepared under previous Generally Accepted Accounting Practices (Previous GAAP) issued by the other auditors whose un-qualified audit report dated April 21, 2016 have been furnished to us. The differences arises from transition from previous GAAP to Ind AS have been derived from such audited financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order'''') issued by the Central Government of India, in exercise of powers conferred by sub-section 11 of section 143 of the Act, we give in the Annexure A attached hereto our comments on the matters specified in the paragraphs 3 and 4 of the said Order.

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 reports on the accounts of branches audited under section 143(8) of the Act by nine firms of independent auditors have been sent to us and properly dealt with by us in preparing this report. Our opinion on the financial statements is not modified in respect of the our reliance on the work done and the reports of the other auditors

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

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

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

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

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note 37 to the standalone financial statements).

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

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

(iv) The Company has disclosed in the financial statements as to holding as well as dealings in Specified Bank Notes (SBN) during the period from 8th November 2016 to 30th December 2016 and these are in accordance with books of account maintained by the Company (Refer Note 12 to the standalone financial statements)

ANNEXURE A REFERRED TO IN INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF THE COMPANY ON THE

STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017, WE REPORT THAT:

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

assets.

b. As explained to us the Company has a phased program for physical verification of the fixed assets to cover all locations over a period of three years. In our opinion, the frequency of verification is reasonable, considering the size of the Company and nature of its fixed assets. Pursuant to the program of the physical verification of fixed assets, physical verification of the assets has been carried out during the year and no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except certain freehold land having carrying value of V 43 lacs as at March 31, 2017 (V 43 lacs as at March 31, 2016) is held in the name of the directors on Company''s behalf and two flats having carrying value of V 4 lacs as at March 31, 2017 (V 4 lacs as at March 31, 2016), which as explained, necessary steps are being taken for transfer in the Company''s name.

2. The inventories have been physically verified by the management at reasonable intervals during the year. The procedures of physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business. As per the information and explanations given to us, no material discrepancies were noticed on physical verification of inventories as compared to book records.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Ac. Accordingly, the provisions of clause 3(iii) of the Order are not applicable to the Company

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, to the extent applicable with respect to the loans and investments made.

5. No deposits have been accepted by the Company within the meaning of directives issued by RBI (Reserve Bank of India) and Section 73 to 76 or any other relevant provisions of the Act and rules framed there under.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Order of the Central Government under Section 148(1) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are, however, not required to make a detailed examination of the records with a view to determine whether they are accurate or complete.

7. a. According to the information and explanations given to us and on the basis of our examination of the records, the Company

is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, custom duty, cess, excise duty, service tax, value added tax, and other material statutory dues during the year with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding 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 explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess which have been not deposited on account of any dispute except the following :

Name of the statute

Nature of dues

Amount

Rs in lacs

Period to which the amount relates

Forum where dispute is pending

The Central Excise Act, 1944

Excise Duty

331

2002 to 2015

Commissioner (Appeals), Large Tax Payer Unit

978

1994 to 2010

Custom Excise & Service Tax Appellate tribunal (CESTAT)

336

1994 to 2015

Assessing Authorities

The Central Sales Tax Act, 1956 and Sales Tax / Vat / Entry Acts of various states

Sales Tax / VAT and Entry Tax

59

Various years from 20072008 to 2014-2015

Joint / Deputy Commissioner / Commissioner (Appeals)

108

Various Years from 20022003 to 2012-2013

Sales tax Appellate Tribunal

307

Various Years from 20002001 to 2013-2014

High Courts

188

2003-2013

Hon''ble Supreme Court of India

Name of the statute

Nature of dues

Amount

Rs in lacs

Period to which the amount relates

Forum where dispute is pending

The Employees'' Provident Funds & Miscellaneous Provisions Act, 1952

Provident

Fund

5

2002-2005

The Regional Provident Fund Commissioner - Gwalior

Employee State Insurance Act,1948

ESIC

12

2008-2011

Regional Director Indore

8. Based on our audit procedures and on the basis of information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to banks and government. The Company did not have any outstanding dues to debenture holders during the year.

9. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised. The Company has not raised any money by way of Initial public offer or further public offer (Including debt instrument) during the year or in the recent past.

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

11. According to the information and explanations given to us and based on our examination of the books and records of the Company, the Company has paid / provided for the managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

13. According to the information and explanations given to us and based on our examination of the records of the Company, all the transactions with related parties are in compliance with section 177 and 188 of the Act and all the details have been disclosed in the financial statements as required by the applicable Accounting Standard ( Refer Note 39 to the standalone financial statements).

14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year or in the recent past. Therefore, the provisions of clause 3(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not entered into any non-cash transactions prescribed under Section 192 of the Act year with directors or persons connected with them during the year.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE B TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF THE SUPREME INDUSTRIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

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

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

For LODHA & CO.

FRN - 301051E

Chartered Accountants

R. P. Baradiya

Partner

Membership No. 44101

Place: Mumbai

Date: 28th April, 2017


Jun 30, 2015

We have audited the accompanying standalone financial statements of THE SUPREME INDUSTRIES LTD. (the "Company"), which comprise the Balance Sheet as at June 30, 2015, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the financial statements audited by the branch auditors of the Company's branches.

Management's Responsibility for the Standalone Financial Statements

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

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 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 in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 30th June, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (the "Order") issued by the Central Government of India, in exercise of powers conferred by sub-section 11 of section 143 of the Act, we give in the annexure attached hereto our comments on the matters specified in the paragraphs 3 and 4 of the said Order.

2. As required by sub-section 3 of Section 143 of the Act, we report that:

(a) We have sought & 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 reports on the accounts of Branches audited under Section 143(8) of the Companies Act, 2013 by persons other than ourselves, have been forwarded to us and that we have taken due notice of material observations, in our report of the points raised by the said Branch Auditors.

(d) 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.

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

(f) On the basis of the written representations received from the directors as on 30th June, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2015 from being appointed as a director in terms section 164 (2) of the Companies Act, 2013.

(g) With respect to the 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:

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer note 37 to the financial statements.

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

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

Annexure to the Independent Auditor's Report

Annexure referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date.

Re: The Supreme Industries Limited ('the Company')

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

b. As explained to us the Company has a phased program for physical verification of the fixed assets of the company to cover all locations. In our opinion, the frequency of verification is reasonable, considering the size of the Company. No material discrepancies were noticed on such verification carried on during the year, as compared with the available records.

2. a. The inventory of finished goods, raw materials, components, stores and spare parts except those lying with third parties, and in transit, has been physically verified by the management at regular intervals, which we consider to be reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are 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 inventory, no material discrepancies were noticed on physical verification of inventories as compared to book records.

3. According to the information and explanation given to us, the Company's has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act 2013.

4. In our opinion and according to the information and explanations given to us, there are 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 also for the sale of goods and services, As per the information given to us, no major weaknesses in internal control system have been identified by the management or the internal auditors of the company during the year. During the course of audit, nothing had come to our notice that may suggest a major weakness in the internal control systems of the company.

5. The company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under.

6. The maintenance of cost records has not been prescribed under section 148 of the Act, and accordingly the provisions of the said clause are not applicable.

7. a. According to the records of the Company and information and explanations given to us, Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax, Value added tax, and other material statutory dues have been deposited regularly during the year with the appropriate authorities. According to the records of the Company and information and explanations given to us there were no arrears of undisputed outstanding- statutory dues as at 30th June, 2015 for a period of more than six months from the date they became payable. b. According to the records of the Company and information and explanations given to us the following are the particulars of disputed amounts payable in respect of, Sales Tax, Custom Duty, Excise Duty and Entry tax and other statutory dues as at the last day of the financial year are as follows.

Name of the statute Nature of Amount dues Rs. in lacs



The Central Excise Duty 640.38 Excise Act, 1944 79.04

The Central Sales Sales Tax/VAT 869.77 Tax Act, 1956 and and Entry Tax Sales Tax / Vat / Entry Acts of various states 31.13



16.83

156.80



188.27

Local Authority - Asansol Development 74.51 Durgapur Development Fee Authority

Profession Tax Act Profession 0.78 Tax

Maharashtra Land Revenue Royalty 21.72 Code 1966



Bombay Stamp Act, 1958 Differential 70.32 stamp duty



The Employees' Provident Provident 4.88 Funds & Miscellaneous Fund Provisions Act, 1952

Employee State Insurance ESIC 12.16 Act,1948

TOTAL 2166.60

Name of the statute Period to which the Forum where amount relates dispute is pending



The Central 1994 to 2010 CESTAT Excise Act, 1944 2002-2010 Commissioner (Appeals), LTU

The Central Sales Various years from Joint/Deputy Tax Act, 1956 and 2003-2004 to 2013- Commissioner/ Sales Tax / Vat / 2014 (Appeals) Commissioner Entry Acts of various states Various Years from Sales tax 2002-2003 to 2009- Appellate Tribunal 10

1995-1996 Revisionary Board

Various Years from High Court 1999-2000 to 2013- 2014

2003-2013 Supreme Court

Local Authority - Asansol 2009-2010 Asansol Durgapur Durgapur Development Development Authority Authority- Durgapur

Profession Tax Act 2009-2010 Deputy Commissioner Profession Tax (DGP) WB

Maharashtra Land Revenue 2006-2007 Collector Pune Code 1966

Bombay Stamp Act, 1958 2006 Deputy Inspector General of Registration and Deputy Collector of Stamps Pune

The Employees' Provident 2002-2005 The Regional Funds & Miscellaneous Provident Fund Provisions Act, 1952 Commissioner - Gwalior

Employee State Insurance 2008-2011 Regional Director Act,1948 Indore

TOTAL

d. According to the records of the company and information and explanations given to us, the 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 thereunder has been transferred to such fund within time

8. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash loss during the current and immediately preceding financial year.

9. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks. The company did not have any outstanding dues to debenture holders during the year.

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

11. In our opinion and according to the information and explanations given to us, the term loan have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilization of the funds for stated use.

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

For CHHOGMAL & CO., FRN- 101826W Chartered Accountants

Chintan Shah Partner M.No.: 107490 Mumbai, 24th July, 2015


Jun 30, 2014

We have audited the accompanying financial statements of THE SUPREME INDUSTRIES LTD. (the "Company"), which comprise the Balance Sheet as at June 30, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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) section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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 30th June, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by The Companies (Auditors'' Report) (Amendment) Order,2004 (together the ''''Order'''') issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956; we give in the annexure attached hereto our comments on the matters specified in the paragraphs 4 and 5 of the said Order.

2. As required by Section 227(3) of the Companies Act, 1956, we report that:

(a) (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) The reports on the accounts of Branches audited under Section 228 of the Companies Act, 1956 by persons other than ourselves, have been forwarded to us, as required by Clause (c) Sub - Section(3) of the said section and that we have taken due notice of material observations, in our report of the points raised by the said Branch Auditors.

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013,

(e) On the basis of the written representations received from the directors as on 30th June, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2014 from being appointed as a director in terms section 164 (2) of the Companies Act, 2013.

Annexure to the AuditorÊs Report Annexure referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date. Re: The Supreme Industries Limited (''the Company'')

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

b. As explained to us the Company has a phased program for physical verification of the fixed assets of the company to cover all locations. In our opinion, the frequency of verification is reasonable, considering the size of the Company. No material discrepancies were noticed on such verification carried on during the year, as compared with the available records.

c. During the year there is no disposal of substantial part of fixed assets, affecting going concern assumption.

2. a. The stock of finished goods, raw materials, components, stores and spare parts except those lying with third parties, and in transit, has been physically verified by the management at regular intervals, which we consider to be reasonable.

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

c. The company has maintained proper records of inventory, no material discrepancies were noticed on physical verification of stocks as compared to book records and the discrepancies noticed have been properly dealt with in the books of account.

3. According to the information and explanation given to us, the Company''s has not granted or taken any loans, secured or unsecured, to/ from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly, the provisions of clause 4(iii)(a) to 4(iii)(g) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are 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 also for the sale of goods and services, As per the information given to us, no major weaknesses in internal control system have been identified by the management or the internal auditors of the company during the year. During the course of audit, nothing had come to our notice that may suggest a major weakness in the internal control systems of the company.

5. In our opinion and according to the information and explanations given to us, the Company has not entered into any transactions with Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A,58AA or other relevant provision of the Act and the rules framed there under, for acceptance of public deposits. Since the company has not defaulted in complying section 58AA, passing any order from the company law board, National Company Law Tribunal or RBI or any other court or tribunal, does not arise.

7. On the basis of the internal audit reports reviewed by us, we are of the opinion that, the company has an internal audit system commensurate with size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of Sub-section (1) of section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a. According to the records of the Company and information and explanations given to us, Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues have been deposited regularly during the year with the appropriate authorities.

According to the records of the Company and information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues were in arrears as at 30th June, 2014 for a period of more than six months from the date they became payable.

b. According to the records of the Company and information and explanations given to us the following are the particulars of disputed amounts payable in respect of, Sales Tax, Custom Duty, Excise Duty and Entry tax and other statutory dues as at the last day of the financial year are as follows.

Name of the statute Nature of Amount Rs. Period to which the dues in lacs amount relates

The Central Excise Act, 1944 Excise Duty 363.02 1994 to 2010

106.20 2002-2010

The Central Sales Tax Act, 1956 and Sales Tax/VAT 621.46 Various years from 2003- Sales Tax Acts of various states and Entry Tax 2004 to 2013-2014

206.54 Various Years from 2002- 2003 to 2009-10





Name of the statue Forum where dispute is pending

The Central Excise Act, 1944 CESTAT

Commissioner (Appeals), LTU

The Central Sales Tax Act, 1956 and Sales Tax Acts of various states Joint/Deputy Commissioner/Commissioner (Appeals)

Sales tax Appellate Tribunal

Name of the statute Nature of Amount Rs. Period to which the dues in lacs amount relates

16.83 1995-1996

100.84 Various Years from 1999- 2000 to 2013-2014

188.27 2003-2013

Employee State Insurance Act,1948 ESIC 13.71 1994-1997

Local Authority - Asansol Durgapur Development 74.51 2009-2010 Development Authority Fee

Profession Tax Act Profession Tax 0.78 2009-2010

Maharashtra Land Revenue Code 1966 Royalty 21.72 2006-2007

Bombay Stamp Act, 1958 Differential 70.32 2006 stamp duty

The Employees'' Provident Funds & Provident 4.88 2002-2005 Miscellaneous Provisions Act, 1952 Fund

TOTAL 1789.08

Name of the statue Forum where dispute is pending

Revisionary Board High Court

Supreme Court

Employee State Insurance Act, 1948 ESIC Court, Mumbai

Local Authority - Asansol Durgapur Development Authority Asansol Durgapur Development Authority- Durgapur

Profession Tax Act Deputy Commissioner Profession Tax (DGP) WB

Maharashtra Land Revenue Code 1966 Collector Pune

Bombay Stamp Act, 1958 Deputy Inspector General of Registration and Deputy Collector of Stamps Pune

The Employees'' Provident Funds & Miscellaneous Provisions Act, 1952 The Regional Provident Fund Commissioner - Gwalior

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash loss during the current and immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks

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

13. As the provisions of any Special Statute applicable to Chit Fund/ Nidhi/ Mutual Benefit Fund/ Societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion, the company is not a dealer in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the term loan have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilization of the funds for stated use.

17. According to the Cash Flow Statement and records examined by us and according to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

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

19. The Company has not issued any secured debenture during the year, Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company

20. The Company has not raised any money by public issue during the year. Accordingly, the provisions of Clause 4(xx) of the order are not applicable to the Company.

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

For CHHOGMAL & CO.,

FRN- 101826W Chartered Accountants

Chintan Shah

Partner M.No.: 107490

Mumbai, 21st July, 2014


Jun 30, 2013

1. REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of THE SUPREME INDUSTRIES LTD. (the "Company”), which comprise the Balance Sheet as at June 30, 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

2. MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s 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) 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 fair 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. AUDITORS’ RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 the 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.

4. 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 30th June, 2013;

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

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

5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

a) As required by the Companies (Auditor’s Report) Order, 2003 as amended by The Companies (Auditors’ Report) (Amendment) Order, 2004 (together the ''’Order’’) issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956; we give in the annexure attached hereto our comments on the matters specified in the paragraphs 4 and 5 of the said Order.

b) As required by Section 227(3) of the Companies Act, 1956, we report that:

i) 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. The reports on the accounts of Branches audited under Section 228 of the Companies Act, 1956 by persons other than ourselves, have been forwarded to us, as required by Clause (c) Sub - Section(3) of the said section and that we have taken due notice of material observations, in our report of the points raised by the said Branch Auditors.

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

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

iv) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

v) On the basis of the written representations received from the directors as on 30th June, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2013 from being appointed as a director in terms of Section 274 (1) (g) of the Act.

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

b. As explained to us the Company has a phased program for physical verification of the fixed assets of the company to cover all locations. In our opinion, the frequency of verification is reasonable, considering the size of the Company. No material discrepancies were noticed on such verification carried on during the year, as compared with the available records.

c. During the year there is no disposal of substantial part of fixed assets, affecting going concern assumption.

2. a. The stock of finished goods, raw materials, components, stores and spare parts except those lying with third parties, and in transit, has been physically verified by the management at regular intervals, which we consider to be reasonable.

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

c. The company has maintained proper records of inventory, no material discrepancies were noticed on physical verification of stocks as compared to book records and the discrepancies noticed have been properly dealt with in the books of account.

3. According to the information and explanation given to us, the Company has not granted or taken any loans, secured or unsecured, to / from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly, the provisions of clause 4(iii) (a) to 4(iii) (g) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are 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 also for the sale of goods and services, As per the information given to us, no major weaknesses in internal control system have been identified by the management or the internal auditors of the company during the year. During the course of audit, nothing had come to our notice that may suggest a major weakness in the internal control systems of the company.

5. In our opinion and according to the information and explanations given to us, the Company has not entered into any transactions with Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A,58AA or other relevant provision of the Act and the rules framed there under, for acceptance of public deposits. Since the company has not defaulted in complying with section 58AA, passing any order from the company law board, National Company Law Tribunal or RBI or any other court or tribunal, does not arise.

7. On the basis of the internal audit reports reviewed by us, we are of the opinion that, the company has an internal audit system commensurate with size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of Sub-section (1) of section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a. According to the records of the Company and information and explanations given to us, Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues have been deposited regularly during the year with the appropriate authorities.

According to the records of the Company and information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues were in arrears as at 30th June, 2013 for a period of more than six months from the date they became payable. b. According to the records of the Company and information and explanations given to us the following are the particulars of disputed amounts payable in respect of, Sales Tax, Custom Duty, Excise Duty and Entry tax and other statutory dues as at the last day of the financial year are as follows.

Name of the statute Nature of dues Amount Period to which the Forum where dispute is pending Rs. in lacs amount relates

The Central Excise Act, 1944 Excise Duty 448.47 1994 to 2010 CESTAT

2.05 1999-2000 Commissioner (Appeals)

The Central Sales Tax Act, 1956 Sales Tax 16.83 1995-1996 Revisionary Board, West Bengal

35.47 2003-2004 Jt. Commissioner (ST, Appeals), West Bengal

7.10 2005-2006 Addl. Commissioner (ST, Appeals), West Bengal

5.51 2004-2005 Addl. Comm. Commercial Tax Gwalior

West Bengal Sales Tax Act, 1994 Sales Tax 20.28 2003-2004 Jt.Commissioner (ST, Appeals), West Bengal

34.63 2005-2006 Addl. Commissioner (ST, Appeals), West Bengal

U.P Trade Tax Act Entry Tax 23.97 2000-2001 Hon’ ble High Court

Entry Tax 12.11 2002-2003 Tribunal

Sales Tax 10.61 2002-2007 Tribunal

M.P Commercial Tax Act Entry Tax 11.92 2008-2009 Tribunal

VAT 2.51 1999-2000 Hon’ ble High Court

34.53 1999-2000 Hon’ ble High Court

11.66 2001-2002 Hon’ ble High Court

Tamil Nadu tax on Entry of Goods into Entry Tax 188.27 2003to2013 Hon''ble High Court Madras Local Areas Act, 2001

Employee State Insurance Act,1948 ESIC 13.71 Prior to 1989-1990 ESIC Court, Mumbai Local Authority - Asansol Durgapur Development Fee 74.51 2009-2010 Asansol Durgapur Development Authority- Development Authority Durgapur

Punjab Vat Act 2005 & CST Act, 1956 Vat & CST 4.75 2007-2008 Asst. Commissioner (Appeals) Patiala

Vat & CST 172.15 2008-09to 2009-10 Tribunal

The Entry of Goods into Local Area Act, Entry Tax 10.61 2012-2013 High Court, Punjab 2000

Profession Tax Act Profession Tax 0.78 2009-2010 Deputy Commissioner Profession Tax (DGP) WB

Maharashtra Land Revenue Code 1966 Royalty 21.72 2006-2007 Pune Collector

Maharashtra Value Added Tax MVAT 59.72 2006-2007 Joint Commissioner of Sales Tax, Nasik

TOTAL 1227.51

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash loss during the current and immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and NBFC.

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

13. As the provisions of any Special Statute applicable to Chit Fund / Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion, the company is not a dealer in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the term loan have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilization of the funds for stated use.

17. According to the Cash Flow Statement and records examined by us and according to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

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

19. The Company has not issued any secured debenture during the year, Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company

20. The Company has not raised any money by public issue during the year. Accordingly, the provisions of Clause 4(xx) of the order are not applicable to the Company.

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

For CHHOGMAL & CO.,

FRN- 101826W

Chartered Accountants

Chintan Shah

Partner

M.No.: 107490

Mumbai, 18th July, 2013


Jun 30, 2012

We have audited the annexed Balance Sheet of THE SUPREME INDUSTRIES LTD., Mumbai as at 30th June 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the Company. 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1) As required by the Companies (Auditor's Report) Order, 2003 as amended by The Companies (Auditors' Report) (Amendment) 0rder,2004 (together the ''Order'') issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956; our comments on the matters specified in the paragraphs 4 and 5 of the said Order are annexed herewith.

2) Further to our comments in the Auditor's Report referred to in paragraph 1 above:

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

b. The reports on the accounts of Branches audited under Section 228 of the Companies Act, 1956 by persons other than ourselves, have been forwarded to us, as required by Clause (c) Sub - Section (3) of the said section and that we have taken due notice in our report of the points raised in the reports of the said Branch Auditors.

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

4) 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.

5) 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 Companies Act, 1956.

6) On the basis of information and explanations given to us and written representations received from the directors as on 30th June 2012 and taken on record by the board, we report that no director is disqualified from being appointed as director of the company under Section 274 (1) (g) of the Companies Act, 1956.

7) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with the Significant Accounting Policies and Notes thereon, give the information required by 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 30th June 2012

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

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

ANNEXURE TO THE AUDITOR'S REPORT:

1)

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

b. As explained to us the Company has a phased program for physical verification of the fixed assets of the company to cover all locations. In our opinion, the frequency of verification is reasonable, considering the size of the Company. No material discrepancies were noticed on such verification carried on during the year, as compared with the available records

c. During the year there is no disposal of substantial part of fixed assets, affecting going concern assumption.

2)

a. The stock of finished goods, raw materials, components, stores and spare parts except those lying with third parties, and in transit, has been physically verified by the management at regular intervals, which we consider to be reasonable.

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

c. The company has maintained proper records of inventory, no material discrepancies were noticed on physical verification of stocks as compared to book records and the discrepancies noticed have been properly dealt with in the books of account.

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

a. Company's has not granted unsecured loans to parties listed in the register maintained under section 301 of the Companies Act 1956. Sub clause (b), (c) and (d) are not applicable.

b. The Company has accepted unsecured loans from two companies, listed in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 3355 lacs and the balance as the end of the year was Rs. Nil .

c. In our opinion the rate of interest and other terms and conditions of such loan is prima facie not prejudicial to the interest of the company.

d. In respect of aforesaid loan company is regular in repaying the principal amount and interest thereon.

4) In our opinion and according to the information and explanations given to us, there are 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 also for the sale of goods and services, As per the information given to us, no major weaknesses in internal control system have been identified by the management or the internal auditors of the company during the year. During the course of audit, nothing had come to our notice that may suggest a major weakness in the internal control systems of the company.

5) In our opinion and according to the information and explanations given to us, the Company has not entered into any transactions with Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A,58AA or other relevant provision of the Act and the rules framed there under, for acceptance of public deposits. Since the company has not defaulted in repayment of deposits, compliance of section 58AA or obtaining any order from the company law board, National Company Law Tribunal or RBI or any other court or tribunal does not arise.

7) On the basis of the internal audit reports reviewed by us, we are of the opinion that, the company has an internal audit system commensurate with size and nature of its business.

8) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of Sub-section (1) of section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

9)

a. According to the records of the Company and information and explanations given to us, Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues have been deposited regularly during the year with the appropriate authorities. According to the records of the Company and information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues were in arrears as at 30th June, 2012 for a period of more than six months from the date they became payable.

b. According to the records of the Company and information and explanations given to us the following are the particulars of disputed amounts payable in respect of, Sales Tax, Custom Duty, Excise Duty, Entry tax and other statutory dues as at the last day of the financial year are as follows.

Name of the statute Nature of dues Amount Period to Forum where dispute Rs in lacswhich the is pending amount relates

The Central Excise Excise Duty 485.65 1994 to CESTAT Act, 1944 Excise Duty 28.77 2010 Commissioner of CE

2005 to (Appeals), LTU 2008 Mumbai

The Central Sales Tax Sales Tax 16.83 1995-1996 Revisionary Board, Act, 1956 West Bengal

42.58 2003 to Jt. Commissioner 2006 (ST, Appeals), West 0.68 Bengal

1992-1998 Asstt. Comm. 16.54 Commercial Tax

2007-2008 Gwalior Asstt. Comm. Commercial Tax Gwalior

West Bengal Sales Sales Tax 54.92 2003 to Additional Tax Act, 1994 2005 Commissioner

U.P Trade Tax Act Entry Tax 23.97 2000-2001 Hon'ble High Court Entry Tax 12.11 2002-2003 Tribunal

Sales Tax 10.61 2002-2007 Tribunal

Sales Tax 3.64 2004-2005 Jt. Commissioner, Appeal

M.P Commercial Tax Entry Tax 11.67 2008-2009 Comm. Commercial Act VAT 0.27 2007-2008 Tax Asstt. Comm. Commercial Tax Gwalior

T.N Sales Tax Act Entry Tax 163.07 2003 to Hon'ble High Court 2012 Madras

The Employees Provident Fund 18.62 2008-2009 Asst. Commissioner Provident Fund and Provident Fund Miscellaneous Provisions Act, 1952

Employee State ESIC 13.71 Prior to ESIC Court, Mumbai Insurance Act,1948 1989-90

Local Authority - Development 74.51 2009-2010 Asansol Durgapur Asansol Durgapur Fee Development

Development Authority- Durgapur Authority

Punjab Vat Act 2005 Vat & CST 176.89 2007-08 to Asst. Commissioned & CST Act, 1956 2009-10 Appeals), Patiala

Profession Tax Act Profession Tax 0.78 2009-2010 Deputy Commissioner Profession Tax (Durgapur) WB

TOTAL 1155.82

10) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash loss during the current and immediately preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and NBFC.

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

13) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Schemes are not applicable to the Company.

14) In our opinion, the company is not a dealer in shares, securities, debentures and other investments.

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

16) In our opinion and according to the information and explanations given to us, the term loan have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilisation of the funds for stated use.

17) According to the Cash Flow Statement and records examined by us and according to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment..

18) The Company has not allotted any shares to parties & companies covered in the register maintained under Sec 301 of the Companies Act, 1956 during the year.

19) The Company has not issued any secured debenture during the year.

20) The Company has not raised any money by public issue during the year.

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

For CHHOGMAL & CO,

FRN- 101826W Chartered Accountants

Chintan Shah Partner M.No: 107490 Mumbai, 20th July, 2012


Jun 30, 2011

We have audited the annexed Balance Sheet of THE SUPREME INDUSTRIES LTD., Mumbai as at 30th June 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the Company. 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by The Companies (Auditors' Report) (Amendment) Order, 2004 (together the ''Order'') issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956; our comments on the matters specified in the paragraphs 4 and 5 of the said Order are annexed herewith.

2. Further to our comments in the Auditor's Report referred to in paragraph 1 above:

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

b. The reports on the accounts of Branches audited under Section 228 of the Companies Act, 1956 by persons other than ourselves, have been forwarded to us, as required by Clause (c) Sub - Section (3) of the said section and that we have taken due notice in our report of the points raised in the reports of the said Branch Auditors.

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

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

5. 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.

6. On the basis of information and explanations given to us and written representations received from the directors as on 30th June 2011 and taken on record by the Board, we report that no director is disqualified from being appointed as director of the company under Section 274 (1) (g) of the Companies Act, 1956.

7. In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with the Significant Accounting Policies and Notes thereon, give the information required by 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 30th June, 2011

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

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

Annexure to the AuditorsÊ Report

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

b. As explained to us the Company has a phased program for physical verification of the fixed assets of the company to cover all locations. In our opinion, the frequency of verification is reasonable, considering the size of the Company. No serious discrepancies were noticed on such verification carried on during the year, as compared with the available records.

c. During the year there is no disposal of substantial part of fixed assets, affecting going concern assumption.

2. a. The stock of finished goods, raw materials, components, stores and spare parts except those lying with third parties, and in transit, has been physically verified by the management at regular intervals, which we consider to be reasonable.

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

c. The company has maintained proper records of inventory, no material discrepancies were noticed on physical verification of stocks as compared to book records and the discrepancies noticed have been properly dealt with in the books of account.

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

a. Company's has not granted unsecured loans to parties listed in the register maintained under section 301 of the Companies Act 1956. Subclause (b), (c) and (d) are not applicable.

b. The Company has accepted unsecured loans from five companies, listed in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 3823 lacs and the balance as the end of the year was Rs. Nil .

c. In our opinion the rate of interest and other terms and conditions of such loan is prima facie not prejudicial to the interest of the company.

d. In respect of aforesaid loan company is regular in repaying the principal amount and interest thereon.

4. In our opinion and according to the information and explanations given to us, there are 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 also for the sale of goods and services. As per the information given to us, no major weaknesses in internal control system have been identified by the management or the internal auditors of the company during the year. During the course of audit, nothing had come to our notice that may suggest a major weakness in the internal control systems of the company.

5. In our opinion and according to the information and explanations given to us, the Company has not entered into any transactions with Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A,58AA or other relevant provision of the Act and the rules framed there under, for acceptance of public deposits. Since the company has not defaulted in repayment of deposits, compliance of section 58AA or obtaining any order from the company law board, National Company Law Tribunal or RBI or any other court or tribunal does not arise.

7. On the basis of the internal audit reports reviewed by us, we are of the opinion that, the company has an internal audit system commensurate with size and nature of its business.

8. The Central Government has not prescribed for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act.

9. a. According to the records of the Company and information and explanations given to us, Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues have been deposited regularly during the year with the appropriate authorities.

According to the records of the Company and information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues were in arrears as at 30th June, 2011 for a period of more than six months from the date they became payable.

b. According to the records of the Company and information and explanations given to us the following are the particulars of disputed amounts payable in respect of, Sales Tax, Custom Duty, Excise Duty and Entry tax as at the last day of the financial year are as follows.

Name of the statute Nature of Amount Period to which the Forum where dispute is pending dues Rs. inlacs amount relates

The Central Excise Act, 1944 Excise Duty 418.04 1994 to 2006 CESTAT Excise Duty 94.66 2005 to 2008 Commissioner of CE (Appeals), LTU Mumbai

The Central Sales Tax Act, 1956 Sales Tax 16.83 1995- 1996 Revisionary Board West Bengal 190.26 2003 to 2006 Jt. Commissioner (ST, Appeals), West Bengal 0.68 Asstt. Comm. Commercial Tax, Gwalior

West Bengal Sales Tax Act, 1994 Sales Tax 89.78 2003 to 2005 Additional Commissioner

U.P. Trade Tax Act Entry Tax 23.97 2000-2001 Hon'ble High Court

Entry Tax 12.11 2002-2003 Tribunal

Sales Tax 10.61 2002-2007 Tribunal

Sales Tax 3.64 2004-2005 Jt. Commissioner, Appeal M.P. Commercial Tax Act Entry Tax 11.00 2001-02 Comm. Commercial Tax VAT 0.27 2007-2009 Asstt. Comm. Commercial Tax, Gwalior

T.N Sales Tax Act Entry Tax 119.79 2003 to 2011 Hon'ble High Court Madras

The Employees Provident Fund and Provident 18.62 2008-2009 Asst. Commissioner Provident Fund Miscellaneous Provisions Act, 1952 Fund

Employee State Insurance Act,1948 ESIC 13.71 Prior to 1989-90 ESIC Court, Mumbai

Local Authority – Asansol Durgapur Development 74.51 2009-2010 Asansol Durgapur Development Authority, Development Authority Fee Durgapur

Punjab Vat Act, 2005 & CST Act, Vat & CST 176.89 2007-08 to 2009-10 Asst. Commissioner (Appeals) 1956

TOTAL 1275.37

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash loss during the current and immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and NBFC

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

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Schemes are not applicable to the Company.

14. In our opinion, the company is not a dealer in shares, securities, debentures and other investments.

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

16. In our opinion and according to the information and explanations given to us, the term loan have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilisation of the funds for stated use.

17. According to the Cash Flow Statement and records examined by us and according to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. The Company has not allotted any shares to parties & companies covered in the register maintained under Sec. 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any secured debenture during the year.

20. The Company has not raised any money by public issue during the year.

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

For CHHOGMAL & CO.,

FRN- 101826W

Chartered Accountants

Chintan Shah

Partner

M. No: 107490

Mumbai, 25th July, 2011


Jun 30, 2010

We have audited the annexed Balance Sheet of THE SUPREME INDUSTRIES LTD., Mumbai as at 30th June 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the Company. 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by the Companies (Auditors Report) Order, 2003 as amended by The Companies (Auditors Report) (Amendment) Order, 2004 (together the ‘Order) issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956; our comments on the matters specified in the paragraphs 4 and 5 of the said Order are annexed herewith.

2. Further to our comments in the Auditors Report referred to in paragraph 1 above:

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

b. The reports on the accounts of Branches audited under Section 228 of the Companies Act, 1956 by persons other than ourselves, have been forwarded to us, as required by Clause (c) Sub - Section (3) of the said section and that we have taken due notice in our report of the points raised in the reports of the said Branch Auditors.

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

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

5. 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.

6. On the basis of information and explanations given to us and written representations received from the directors as on 30th June, 2010 and taken on record by the Board, we report that no director is disqualified from being appointed as director of the company under Section 274 (1) (g) of the Companies Act, 1956.

7. In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with the Significant Accounting Policies and Notes thereon, give the information required by 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 30th June, 2010

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

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

Annexure to the Auditors Report: 1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us the Company has a phased programme for physical verification of the fixed assets of the company to cover all locations. In our opinion, the frequency of verification is reasonable, considering the size of the Company. No serious discrepancies were noticed on such verification carried on during the year, as compared with the available records.

c. During the year there is no disposal of substantial part of fixed assets, affecting going concern assumption.

2. a. The stock of finished goods, raw materials, components, stores and spare parts except those lying with third parties, and in transit, has been physically verified by the management at regular intervals, which we consider to be reasonable.

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

c. The company has maintained proper records of inventory, no material discrepancies were noticed on physical verification of stocks as compared to book records and the discrepancies noticed have been properly dealt with in the books of account.

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

a. Companys has not granted unsecured loans to parties listed in the register maintained under Section 301 of the Companies Act, 1956. Subclause (b), (c) and (d) are not applicable.

e. The Company has accepted unsecured loans from two companies, listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was I 530 lacs and the balance as the end of the year was NIL.

f. In our opinion the rate of interest and other terms and conditions of such loan is prima facie not prejudicial to the interest of the company.

g. In respect of aforesaid loan company is regular in repaying the principal amount and interest thereon.

4. In our opinion and according to the information and explanations given to us, there are 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 also for the sale of goods and services. As per the information given to us, no major weaknesses in internal control system have been identified by the management or the internal auditors of the company during the year. During the course of audit, nothing had come to our notice that may suggest a major weakness in the internal control systems of the company.

5. In our opinion and according to the information and explanations given to us, the Company has not entered into any transactions with Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA or other relevant provision of the Act and the rules framed thereunder, for acceptance of public deposits. Since the company has not defaulted in repayment of deposits, compliance of Section 58AA or obtaining any order from the company law board, National Company Law Tribunal or RBI or any other court or tribunal does not arise.

7. On the basis of the internal audit reports reviewed by us, we are of the opinion that, the company has an internal audit system commensurate with size and nature of its business.

8. The Central Government has not prescribed for the maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Act.

9. a. According to the records of the Company and information and explanations given to us, Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues have been deposited regularly during the year with the appropriate authorities.

According to the records of the Company and information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Custom Duty, Cess, Excise Duty, Service Tax and other material statutory dues were in arrears as at 30th June, 2010 for a period of more than six months from the date they became payable.

b. According to the records of the Company and information and explanations given to us the following are the particulars of disputed amounts payable in respect of, Sales Tax, Custom Duty, Excise Duty and Entry Tax as at the last day of the financial year are as follows:

Name of the statute Nature of dues Amount Period to which the in lacs amount relates

The Central Excise Act, 1944 Excise Duty 12.46 1978

Excise Duty 139.82 2003 to 2005

Excise Duty 224.11 2005 to 2008

The Central Sales Tax Act, 1956 Sales Tax 16.83 1995-1996

183.16 2003 to 2005

West Bengal Sales Tax Act, 1994 Sales Tax 55.15 2003 to 2005

UP Trade Tax Act Entry Tax 23.97 2000-2001

Entry Tax 12.11 2002-2003

Sales Tax 1.59 2002-2003

Sales Tax 3.64 2004-2005

Sales Tax 19.30 2005 to 2007



Name of the Statue Forum where dispute is pending

The Central Excise Act, 1944 CESTAT

CESTAT Commisioner of CE (Appeals), LTU Mumbai

The Central Sales Tax Act, 1956 Revisionary Board Jt.Commissioner (ST, Appeals)

West Bengal Sales Tax Act, 1994 Additional Commissioner

UP Trade Tax Act Hon ble High Court Tribunal Tribunal Joint Comm., Appeal Tribunal

Name of the statute Nature of dues Amount Period to which the in lacs amount relates

MP Commercial Tax Act Entry Tax 11.00 2001-02

Entry Tax 1.14 2007-2009

TN Sales Tax Act Entry Tax 81.09 2003 to 2010

The Employees Provident Fund Provident Fund 18.62 2008-2009 and Miscellaneous Provisions Act, 1952

Finance Act,1994 Service Tax 19.13 2005 to 2007 (Service Tax)

Employee State Insurance ESIC 13.71 Prior to 1989-90 Act,1948

Local Authority - Asansol Development 74.51 2009-2010 Durgapur Development Authority Fee

TOTAL 911.34



Name of the Statue Forum where dispute is pending

MP Commercial Tax Act Comm. Commercial Tax Asstt. Comm. Commercial Tax Gwalior

TN Sales Tax Act Honble High Court Madras

The Employees Provident Fund and Miscellaneous Provisions Act, 1952 Asst. Commissioner Provident Fund

Finance Act,1994 (Service Tax) Commisioner of CE ( Appeals), LTU Mumbai

Employee State Insurance Act,1948 ESIC Court, Mumbai

Local Authority – Asansol Durgapur Development Authority Asansol Durgapur Development Authority- Durgapur

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash loss during the current and immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and NBFC.

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

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Schemes are not applicable to the Company.

14. In our opinion, the company is not a dealer in shares, securities, debentures and other investments.

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

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilisation of the funds for stated use.

17. According to the Cash Flow Statement and records examined by us and according to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. The Company has not allotted any shares to parties & companies covered in the register maintained under Sec. 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any secured debenture during the year.

20. The Company has not raised any money by public issue during the year.

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

For CHHOGMAL & CO., FRN- 101826W Chartered Accountants

Chintan Shah

Partner M.No: 107490

Mumbai, 16th July, 2010

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