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Auditor Report of VIP Industries Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

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

Management''s Responsibility for the Financial Statements

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

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 that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of 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 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 terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

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

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

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

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No.19(a) to the financial statements;

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

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

Annexure referred to in paragraph titled as "Report on other Legal and Regulatory Requirements" of Auditor''s report to the members of VIP Industries Limited for the year ended 31st March 2015.

On the basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, clause 3 (iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no continuing failure to correct major weakness in such internal controls system has been observed.

(v) The Company has not accepted any deposits from the public during the year covered by the audit. In respect of unclaimed deposits, the company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 of the Act or any other relevant provision of the Act and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vi) The Central Government has not prescribed maintenance of cost records for the company under sub section (1) of section 148 of the Companies Act, 2013. Accordingly, clause 3 (vi) of the Order is not applicable to the Company.

(vii) (a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty, Cess and other statutory dues applicable to it with the appropriate authorities except undisputed amounts were outstanding at the year end for a period of more than six months from the date they became payable in respect of Works Contract Tax of Rs. 1,274, Sales Tax of Rs. 210,277 and Income Tax of Rs. 116,437.

(b) According to the records of the Company, there are no dues of Wealth Tax, Service Tax, Customs Duty and Cess, which have not been deposited on account of any dispute.

The disputed amounts that have not been deposited in respect of Income Tax, Excise Duty and Sales Tax are as under:

Sr. Name of the Nature of the Amount (Rs.) No. Statue Dues

1. Central Sales Sales Tax/VAT 732,804 Tax Act, 1956 and Entry Tax and Sales Tax Acts of various 1,504,375 states

311,561

20,310 25,574,852

34,656,855

39,931,531

19,255,110

974,714,528

9,307,582

2. Income-tax Income Tax 7,942,088 Act,1961 4,371,873

139,161

3. Central Excise Excise duty on 2,112,981 Act, 1944 Cenvat dues

5,00,000

32,42,162

Sr. Financial Year to which the Forum where dispute is No. amount relates pending

1. Various years from 1996-97 Assistant Commissioner to 2003-04 of Sales Tax

2013-14 Intelligence Superintendent

Various years from 1992-93 Sales tax Officers to 1994-95

2005-06 Commercial Tax Officer

Various years from 1990-91 Deputy/Sr. Deputy to 2012-13 Commissioner of Sales Tax (Appeals)

Various years from 1993-94 Joint/Sr.Joint Commissioner to 2010-11 of Sales Tax (Appeals)

Various years from 1999- Joint Director of Industries 2000 to 2002-03

2011-2012 and 2012-2013 Commissioner of Sales Tax

Various years from 1983-84 Sales Tax Tribunal to 2010-11

Various years from 1999- Honourable High Court 2000 to 2005-06

2. 2009-2010 and 2010-2011 Commissioner of Income Tax (Appeals)

2004-2005 and 2005-2006 Honourable High Court

2005-2006 Assessing Officer (ITO)

3. 2000-01, 2004-05 and 2008-09 Honourable High Court

2006-2007 to 2010-2011 Customs, Excise and Service Tax Appellate Tribunal

2000-2001 and 2001- 2002 Honourable Supreme Court

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

(viii) The Company does not have accumulated losses at the end of the financial year 31st March 2015. Further, the Company has not incurred any cash losses during the financial year ended 31st March 2015 and in the immediately preceding financial year ended 31st March 2014.

(ix) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

(x) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 3 (x) of the Order is not applicable to the Company.

(xi) The Company has not taken any term loans during the year. Accordingly, clause 3 (xi) of the Order is not applicable to the Company.

(xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2015.

For and on behalf of M. L. BHUWANIA & CO.

Chartered Accountants Firm''s Registration No. 101484W

Ashish Bairagra

Place : Mumbai Partner Date : 14th May 2015 Membership No.109931


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of 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 March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

Annexure referred to in paragraph titled as "Report on other Legal and Regulatory Requirements" of Auditor''s report to the members VIP Industries Limited for the year ended 31st March 2014.

On the basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, form

or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (iii) (a) to (g) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal

control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) According to the information and explanation given to us, there are no contracts or arrangements referred

to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under that Section and hence no transactions have taken place in this regard. Accordingly, clause 4 (v) (b) of the Order is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public during the year covered by the audit. In respect of deposits accepted in earlier years, the company has complied the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

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

business.

(viii) The Central Government has prescribed maintenance of cost records under clause (d) of sub section

(1) of section 209 of the Companies Act, 1956 and such accounts and records have been made and maintained by the Company. However, no detailed examinations of such records and accounts have been carried out by us.

(ix) According to the records of the Company, the Company is generally regular in depositing undisputed statutory

dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were outstanding at the year end for a period of more than six months from the date they became payable except Works Contract Rs. 1,274, Sales Tax Rs. 210,277 and Income Tax of Rs. 116,437.

According to the records of the Company, there are no dues of Wealth Tax, Service Tax, Customs Duty and Cess, which have not been deposited on account of any dispute.

The disputed amounts that have not been deposited in respect of Income Tax and Sales Tax are as under:

Sr. Name of the Nature of the Amount (Rs.) Period to which the Forum where dispute is No. Statue Dues amount relates pending

1. Central Sales Tax Sales Tax/VAT 11,32,178 Various years from Assistant Commissioner of Act, 956 and and Entry Tax 1992-93 to 2009-10 Sales Tax

Sales Tax Acts of 20,310 2005-06 Commercial Tax Officer various states 2,35,49,268 Various years from Deputy/Sr. Deputy Commissioner 1990-91 to 2013-14 of Sales Tax (Appeals) 5,64,25,191 Various years from Joint/Sr. Joint Commissioner of 1993-94 to 2010-11 Sales Tax (Appeals)

3,99,31,531 Various years from Joint Director of Industries 1999-2000 to 2002-03 60,62,79,152 Various years from Sales Tax Tribunal 1983-84 to 2009-10

93,07,582 Various years from Honourable High Court 1999-2000 to 2005-06

2. Income Tax Income Tax 44,80,477 2009-2010 Commissioner of Income Tax Act,1961 (Appeals)

3,580,916 2004-2005 and 2005- Honourable High Court 2006

1,3090,759 2004-2005 and 2005- Income Tax Appellate Tribunal 2006 130,085 2005-2006 Assessing Officer (ITO)

3. Central Excise Excise duty 5,00,000 2006-2007 to 2010-2011 Customs, Excise and Service Tax Act, 1944 Appellate Tribunal

32,42,162 2000-2001 and 2001- Supreme Court 2002

(x) The Company does not have accumulated losses at the end of the financial year March 31, 2014. Further,

the Company has not incurred any cash losses during the financial year ended March 31, 2014 and in the immediately preceding financial year ended March 31, 2013.

(xi) According to the records of the Company examined by us and the information and explanation given to us,

the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted

any loans and advances during the year on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the nature of activities of

the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4 (xv) of the Order is not applicable to the Company.

(xvi) The company has not taken any term loans during the period. Accordingly, clause 4 (xvi) of the Order is not applicable to the Company.

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

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

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2014.

For and on behalf of

M. L. BHUWANIA & CO.

Chartered Accountants

Firm Registration No. 101484W

Ashish Bairagra

Partner

Membership No. 109931

Place: Mumbai

Date: 20th May, 2014


Mar 31, 2013

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

We believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

(ii) in our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of 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 accounts;

(iv) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph titled as "Report on other Legal and Regulatory Requirements" of Auditors'' report to the members VIP Industries Limited for the year ended 31st March 2013.

On the basis of the records produced to us for our verification I perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (iii) (a) to (g) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us, we are of the opinion that during the year, the particulars of the contracts/arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public during the year covered by the audit. In respect of deposits accepted in earlier years, the company has complied the directives issued by the Reserve Bank of India and the provisions of sections 58Aand 58AAof the Act and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

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

(viii) The Central Government has prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 and such accounts and records have been made and maintained by the Company. However, no detailed examinations of such records and accounts have been carried out by us.

(ix) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were outstanding at the year end for a period of more than six months from the date they became payable except Works Contract Rs. 1,274, Sales Tax Rs. 213,218 and Income Tax ofRs. 116,437.

According to the records of the Company, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, which have not been deposited on account of any dispute.

The disputed amounts that have not been deposited in respect of Income Tax and Sales Tax are as under: Sr. Name of the Nature of the Amount (Rs.) No. Statue Dues

1. Central Sales Tax Sales Tax/VAT 7,119,463 Act, 1956 and and Entry Tax Sales Tax Acts of 11,259,804 various states

54,431,063

39,931,531

21,331,797

10,544,182

2. Income Tax Income Tax 2,733,418 Act,1961

1.405.783

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

Central Sales Tax Act, 1956 Various years from Assistant Commissioner of Sales 1992-93 to 2008-09 Tax

Various years from Deputy/Sr. Deputy Commissioner 1990-91 to 2007-08 of Sales Tax (Appeals)

Various years from Joint/Sr.Joint Commissioner of 1993-94 to 2010-11 Sales Tax (Appeals)

Various years from Joint Director of Industries 1999-2000 to 2002-03

Various years from Sales Tax Tribunal 1983-84 to 2006-07

Various years from Honourable High Court 1999-2000 to 2004-05

Income Tax Act, 1961 2005-2006 Commissioner of Income Tax (Appeals)

2004-2005 and 2005-06 Honourable High Court

(x) The Company does not have accumulated losses at the end of the financial year March 31,2013. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2013 and in the immediately preceding financial year ended March 31,2012.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances during the year on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi I mutual benefit fund / societies. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4 (xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanation given to us, term loans have been applied for the purposes for which they were obtained.

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

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

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2013.

For and on behalf of

M. L. BHUWANIA & CO.

Chartered Accountants

Firm Registration No. 101484W

Ashish Bairagra

Partner

Membership No. 109931

Place: Mumbai

Date: 15th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of VIP Industries Limited as at 31st March 2012, Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the 'Order') issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

(iii) The Balance Sheet, 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 dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors of the company as on 31st March 2012 and taken on record by the Board of Directors, we report that no Director is disqualified as on 31st March 2012 from being appointed as a director of the Company in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

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

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

Annexure referred to in paragraph 3 of Auditor's report to the members of VIP Industries Limited for the year ended 31st March 2012.

On the basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (iii) (a) to (g) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us, we are of the opinion that during the year, the particulars of the contracts/arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public during the year covered by the audit. In respect of deposits accepted in earlier years, the company has complied the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

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

(viii)The Central Government has prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956. As explained to us such accounts and cost records are under preparation.

(ix) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were outstanding at the year end for a period of more than six months from the date they became payable except Works Contract Rs. 1,274 and Income Tax of Rs. 2,34,620.

According to the records of the Company, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, which have not been deposited on account of any dispute.

The disputed amounts that have not been deposited in respect of Income Tax and Sales Tax are as under:

Name of the Statue Nature of the Amount Dues (Rs.)

Assam (Finance) Sales Tax Act, Sales Tax Dues 2,44,611 1956

Assam (Finance) Sales Tax Act, Sales Tax Dues 4,27,546 1956

Assam (Finance) Sales Tax Act, Sales Tax Dues 3,11,561 1956

Assam General Sales Tax Act Sales Tax Dues 19,30,577

Bihar Sales Tax Act, 1959 Sales Tax Dues 2,14,583

Delhi Sales Tax Act, 1975 Sales Tax Dues 1,00,000

Bombay Sales Tax Act, 1959 Sales Tax Dues 59,87,070

Bombay Sales Tax Act, 1959 Sales Tax Dues 3,99,31,531

Bombay Sales Tax Act, 1959 Sales Tax Dues 1,04,99,468

Bombay Sales Tax Act, 1959 Sales Tax Dues 46,18,072

Bombay Sales Tax Act, 1959 Sales Tax Dues 57,06,696

Bombay Sales Tax Act, 1959 Sales Tax Dues 27,82,919

Central Sales Tax Act, 1956 Sales Tax Dues 9,893

Central Sales Tax Act, 1956 Sales Tax Dues 34,93,142

Central Sales Tax Act, 1956 Sales Tax Dues 45,000

Name of the Statue Period to Forum where dispute is which it pending relates

Assam (Finance) Sales Tax Act, 1956 1994-1995 Joint Commissioner of Tax

Assam (Finance) Sales Tax Act, 1956 1992-1993 and Sales Tax Tribunal 1993-1994

Assam (Finance) Sales Tax Act, 1956 1992-1993 to Assistant Commissioner of 1994-1995 Sales Tax

Assam General Sales Tax Act 1994-1995 and Joint Commissioner of Sales 1997-1998 Tax

Bihar Sales Tax Act, 1959 2006-2007 Deputy Commissioner of Commercial Tax

Delhi Sales Tax Act, 1975 1992-1993 Deputy Commissioner of Sales Tax

Bombay Sales Tax Act, 1959 1999-2000 to Honourable High Court 2001-2002

Bombay Sales Tax Act, 1959 1999-2000 to Joint Director of Industries 2002-2003

Bombay Sales Tax Act, 1959 1993-1994 and Joint Commissioner 2002-2003 to (Appeals) 2004-05

Bombay Sales Tax Act, 1959 1983-1984 to Sales Tax Tribunal 1987-1988 and 1994-1995 to 1999-2000

Bombay Sales Tax Act, 1959 2001-2002 Sr. Dy. Commissionerate (Assessment)

Bombay Sales Tax Act, 1959 1990-1991 and Deputy Commissioner 2000-2001 (Assessment)

Central Sales Tax Act, 1956 1992-1993 Deputy Commissioner (Assessment)

Central Sales Tax Act, 1956 1999-2000 and Sales Tax Tribunal 2002-2003

Central Sales Tax Act, 1956 2008-2009 Joint Commissioner



Name of the Statue Nature of the Amount Dues (Rs.)

Central Sales Tax Act, 1956 Sales Tax Dues 4,00,70,628

Central Sales Tax Act, 1956 Sales Tax Dues 1,25,364

Kerala General Sales Tax Act, Sales Tax Dues 33,855 1963

Orissa Entry Tax Act, 1999 Entry Tax 9,58,391

Orissa Entry Tax Act, 1999 Entry Tax 1,12,198

Orissa Sales Tax Act, 1947 Sales Tax Dues 44,44,914

Orissa Entry Tax Act, 1999 Sales Tax Dues 6,87,877

Orissa Sales Tax Act, 1947 Sales Tax Dues 51,75,952

Punjab General Sales Tax Act, Sales Tax Dues 12,83,870 1948

West Bengal Sales Tax Act, Sales Tax Dues 44,47,657 1994

West Bengal Sales Tax Act, Sales Tax Dues 44,053 1994

West Bengal Sales Tax Act, Sales Tax Dues 8,07,297 1994

Uttar Pradesh Trade Tax Act, Sales Tax Dues 6,39,704 1948

Uttar Pradesh Trade Tax Act, Sales Tax Dues 11,08,267 1948

Madhya Pradesh Vat Adhiniyam Sales Tax Dues 93,884 2002

Gujarat Value Added Tax Act, Sales Tax Dues 16,25,404 2003

Haryana General Sales Tax Act, Sales Tax Dues 64,650 1973

Karnataka Value Added Tax Sales Tax Dues 7,71,004 Act,2003

Income tax Act, 1961 Income Tax Dues 1,10,86,005



Name of the Statue Period to Forum where dispute is which it pending relates

Central Sales Tax Act, 1956 2002-2003, Joint Commissioner 2003-2004 and (Appeals) 2004-2005

Central Sales Tax Act, 1956 2005-2006 Dy. Commissionerate of Appeals

Kerala General Sales Tax Act, 1963 2005-2006 and Commercial Tax Officer 2008-2009

Orissa Entry Tax Act, 1999 2001 -2002 to Assistant Commissioner of 2004-2005 Sales Tax

Orissa Entry Tax Act, 1999 2003-2004 Honourable High Court

Orissa Sales Tax Act, 1947 1999-2000 to Honourable High Court 2004-2005

Orissa Entry Tax Act, 1999 2001 -2002 to Sales Tax Tribunal 2005-2006

Orissa Sales Tax Act, 1947 1996-1997 to Assistant Commissio -ner of 2003-2004 Sales Tax

Punjab General Sales Tax Act, 1948 2000-01 Sales Tax Tribunal

West Bengal Sales Tax Act, 1994 1997-1998 Sales Tax Tribunal

West Bengal Sales Tax Act, 1994 2006-2007 Sr. Joint Commissioner

West Bengal Sales Tax Act, 1994 2005-2006 Dy. Commissionerate of Appeals

Uttar Pradesh Trade Tax Act, 1948 2003-2004 Assistant Commissioner, Sales Tax

Uttar Pradesh Trade Tax Act, 1948 1986-1987 Sales Tax Tribunal

Madhya Pradesh Vat Adhiniyam 2002 2005-2006 Deputy Commissioner

Gujarat Value Added Tax Act, 2003 2006-07 Gujrat Value Added Tax Tribunal

Haryana General Sales Tax Act, 1973 2011-12 Commercial Tax Officer

Karnataka Value Added Tax Act,2003 2010-11 Joint Commissioner of Commercial Tax (Appeals)

Income tax Act, 1961 2005-2006 and Commissioner of Income 2006-2007 Tax (Appeals)

(x) The Company does not have accumulated losses at the end of the financial year March 31, 2012. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2012 and in the immediately preceding financial year ended March 31, 2011.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances during the year on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4 (xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanation given to us, term loans have been applied for the purposes for which they were obtained.

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

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

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2012.

For and on behalf of M. L. BHUWANIA & CO.

Chartered Accountants Firm Registration No. 101484W

J. P. Bairagra

Partner Membership No. 12839

Place: Mumbai

Date : 7th August, 2012.


Mar 31, 2011

1. We have audited the attached Balance Sheet of VIP Industries Limited as at 31 st March 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the 'Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

(v) On the basis of written representations received from the directors of the company as on 31 st March 2011 and taken on record by the Board of Directors, we report that no Director is disqualified as on 31st March 2011 from being appointed as a director of the Company in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes thereon more particularly Note No. 25 of Schedule 'W, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2011;

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

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

Annexure referred to in paragraph 3 of Auditor's report to the members of VIP Industries Limited for the year ended 31 st March 2011.

On the Basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (iii)

(a) to (g) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us, we are of the opinion that during the year, the particulars of the contracts/arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public during the year covered by the audit. In respect of deposits accepted in earlier years, the company has complied the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vii) According to the information and explanation given to us, the Company has an adequate internal audit system commensurate with its size and nature of its business.

(viii)The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the products of the Company.

(ix) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were outstanding at the year end for a period of more than six months from the date they became payable except Sales Tax of Rs. 84,327, Service Tax Rs. 43,188, Works Contract Rs. 1274, Bonus Payable Rs. 2,59,018 and Income Tax of Rs. 2,34,620.

According to the records of the Company, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, which have not been deposited on account of any dispute.

The disputed amounts that have not been deposited in respect of Income Tax and Sales Tax are as under:

Name of the Statue Nature of Amount Period to which it Forum where dispute the Dues (Rs.) relates is pending

Assam (Finance) Sales Tax Act, 1956 Sales Tax Dues 244,611 1994-1995 Joint Commissioner of Tax

Assam (Finance) Sales Tax Act, 1956 Sales Tax Dues 427,546 1990-1991 to 1993-1994 Sales Tax Tribunal

Assam (Finance) Sales Tax Act, 1956 Sales Tax Dues 311,561 1992-1993 to 1994-1995 Assistant Commissioner of Sales Tax

Assam General Sales Tax Act Sales Tax Dues 1,930,577 1994-1995 and 1997-1998 Joint Commissioner of Sales Tax

Bihar Sales Tax Act, 1959 Sales Tax Dues 214,583 2006-2007 Deputy Commissioner of Commercial Tax

Delhi Sales Tax Act, 1975 Sales Tax Dues 97,244 1992-1993 Deputy Commissioner of Sales Tax

Bombay Sales Tax Act, 1959 Sales Tax Dues 2,562,070 1999-2000 to 2001 -2002 Honourable High Court

Bombay Sales Tax Act, 1959 Sales Tax Dues 39,931,531 1999-2000 to 2002-2003 Joint Director of Industries

Bombay Sales Tax Act, 1959 Sales Tax Dues 10,867,258 1988-1989, 1993-1994 Joint Commissioner and 2002-2003 to 2004-05 (Appeals)

Bombay Sales Tax Act, 1959 Sales Tax Dues 5,706,696 2001 -2002 Sr. Dy. Commissionerate (Assessment)

Bombay Sales Tax Act, 1959 Sales Tax Dues 27,82,919 1990-1991 and 2000-2001 Deputy Commissioner (Assessment)

Central Sales Tax Act, 1956 Sales Tax Dues 40,145,075 1988-1989, 2002-2003 Joint Commissioner 2003-2004 and 2004-2005 (Appeals)

Central Sales Tax Act, 1956 Sales Tax Dues 3,815 1999-2000 Sales Tax Tribunal

Central Sales Tax Act, 1956 Sales Tax Dues 9,893 1992-93 Deputy Commissioner (Assessment)

Central Sales Tax Act, 1956 Sales Tax Dues 3,489,327 2002-2003 Sales Tax Tribunal

Central Sales Tax Act, 1956 Sales Tax Dues 125,364 2005-2006 Dy. Commissionerate of Appeals

Kerala General Sales Tax Act, 1963 Sales Tax Dues 33,855 2005-2006 and 2008-2009 Commercial Tax Officer

Orissa Entry Tax Act, 1999 Entry Tax 958,391 2001-2002 to 2004-2005 Assistant Commissioner of Sales Tax

Orissa Entry Tax Act, 1999 Entry Tax 112,198 2003-2004 Honourable High Court

Orissa Sales Tax Act, 1947 Sales Tax Dues 4,444,914 1999-2000 to 2004-2005 Honourable High Court

Orissa Entry Tax Act, 1999 Sales Tax Dues 687,877 2001-2002 to 2005-2006 Sales Tax Tribunal

Orissa Sales Tax Act, 1947 Sales Tax Dues 5,175,952 1996-1997 to 2003-2004 Assistant Commissioner of Sales Tax

Punjab General Sales Tax Act, 1948 Sales Tax Dues 1,035,379 2000-01 Sales Tax Tribunal

West Bengal Sales Tax Act, 1994 Sales Tax Dues 4,447,657 1997-1998 Sales Tax Tribunal

West Bengal Sales Tax Act, 1994 Sales Tax Dues 93,879 2006-2007 and 2007-08 Sr.Joint Commissioner

West Bengal Sales Tax Act, 1994 Sales Tax Dues 807,297 2005-2006 Dy.Commissionerate of Appeals

West Bengal Sales Tax Act, 1994 Sales Tax Dues 1,657,783 2005-2006 Joint Commissioner

West Bengal Sales Tax Act, 1994 Sales Tax Dues 3,891,334 2005-2006 Dy. Commissioner of Sales Tax

Uttar Pradesh Trade Tax Act, 1948 Sales Tax Dues 33,437 2003-2004 Assistant Commissioner, Sales Tax

Uttar Pradesh Trade Tax Act, 1948 Sales Tax Dues 1,108,267 1986-1987 Trade Tax Tribunal

Madhya Pradesh Vat Adhiniyam 2002 Sales Tax Dues 289,158 2005-2006 to 2006-2007 Deputy Commissioner

Gujarat Value Added Tax Act, 2003 Sales Tax Dues 3,972,010 2006-07 Gujrat Value Added Tax Tribunal

Bombay Sales Tax Act, 1959 Sales Tax Dues 3,425,000 2000-01 High Court

Income Tax Act, 1961 Income Tax 297,014 2005-2006 and 2006- Income Tax Assessing Dues 2007 Officer

Income Tax Act, 1961 Income Tax 1,193,690 2007-2008 Commissioner of Income Dues Tax (Appeals)

(x) The Company does not have accumulated losses at the end of the financial year March 31, 2011. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2011 and in the immediately preceding financial year ended March 31, 2010.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year. Accordingly, clause 4 (xi) of the Order is not applicable to the Company.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances during the year on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4 (xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanation given to us, term loans have been applied for the purposes for which they were obtained.

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

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

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2011.

For and on behalf of

M.L. BHUWANIA&CO.

Chartered Accountants

J. R Bairagra

Partner

Membership No. 12839

Firm Registration No. 101484W

Place: Mumbai

Date: 10th August, 2011.










Mar 31, 2010

1. We have audited the attached Balance Sheet of V.I.P Industries Limited as at 31 st March 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (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 sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

(v) On the basis of written representations received from the Directors of the company as on 31 st March 2010 and taken on record by the Board of Directors, we report that no Director is disqualified as on 31 st March 2010 from being appointed as a Director of the Company in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes thereon more particularly Note No. 25 of Schedule W, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2010;

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

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

Annexure referred to in paragraph 3 of Auditors report to the members of V.I.R Industries Limited for the year ended 31st March 2010.

On the Basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.

(c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4 (iii)

(a) to (g) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us, we are of the opinion that during the year, the particulars of the contracts/arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public during the year covered by the audit. In respect of deposits accepted in earlier years, the company has complied the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vii) According to the information and explanation given to us, the Company has an adequate internal audit system commensurate with its size and nature of its business.

(viii)The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the products of the Company.

(ix) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty, Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were outstanding at the year end for a period of more than six months from the date they became payable except Sales Tax of Rs. 5,75,775, and Income Tax of Rs. 1,49,333.

According to the records of the Company, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, which have not been deposited on account of any dispute.

The disputed amounts that have not been deposited in respect of Income Tax, Sales Tax and Property Tax are as under:

Name of the Statue Nature of Amount the Dues (Rs.)

Assam (Finance) Sales Tax Act, 1956 Sales Tax Dues 2,44,611

Assam (Finance) Sales Tax Act, 1956 Sales Tax Dues 5,81,509

Assam (Finance) Sales Tax Act, 1956 Sales Tax Dues 3,11,561

Assam General Sales Tax Act Sales Tax Dues 19,30,577

Bihar Sales Tax Act, 1959 Sales Tax Dues 6,22,799

Bihar Sales Tax Act, 1959 Sales Tax Dues 2,62,873

Bihar Sales Tax Act, 1959 Sales Tax Dues 5,76,884

Chhattisgad Vat Tax Act 2005 Sales Tax Dues 41,806

Delhi Sales Tax Act, 1975 Sales Tax Dues 1,00,000

Bombay Sales Tax Act, 1959 Sales Tax Dues 46,90,643

Bombay Sales Tax Act, 1959 Sales Tax Dues 34,25,000

Bombay Sales Tax Act, 1959 Sales Tax Dues 68,97,228

Bombay Sales Tax Act, 1959 Sales Tax Dues 57,06,696

Bombay Sales Tax Act, 1959 Sales TaxDues 27,17,149

Bombay Sales Tax Act, 1959 Sales Tax Dues 3,99,31,531

Bombay Sales Tax Act, 1959 Sales Tax Dues 5,48,788

Central Sales Tax Act, 1956 Sales Tax Dues 2,53,87,519

Central Sales Tax Act, 1956 Sales Tax Dues 3,815



Name of Statue Period to which it Forum where dispute relates is pending

Assam (Finance) Sales Tax Act, 1956 1994-1995 Joint Commissioner of Tax

Assam (Finance) Sales Tax Act, 1956 1990-1991 to 1993-1994 Sales Tax Tribunal

Assam (Finance) Sales Tax Act, 1956 1992-1993 to 1994-1995 Assistant Commissioner of Sales Tax

Assam General Sales Tax Act 1994-1995 and 1997-1998 Joint Commissioner of Sales Tax

Bihar Sales Tax Act, 1959 2001 -2002 and 2002-2003 Commercial Tax Officer

Bihar Sales Tax Act, 1959 2006-2007 Deputy Commissioner of Commercial Tax

Bihar Sales Tax Act, 1959 2000-2001 and 2003-2004 Assistant Commissioner of Sales tax

Chhattisgad Vat Tax Act 2005 2005-2006 Deputy Commissioner of Sales Tax

Delhi Sales Tax Act, 1975 1992-1993 Deputy Commissioner of Sales Tax

Bombay Sales Tax Act, 1959 1999-2000 to 2001 -2002 Honourable High Court

Bombay Sales Tax Act, 1959 2000-2001 Commercial Tax Officer

Bombay Sales Tax Act, 1959 1988-1989,1993-1994 Joint Commissioner and 2002-2003 (Appeals)

Bombay Sales Tax Act, 1959 2001-2002 Sr. Dy. Commissionerate (Assessment)

Bombay Sales Tax Act, 1959 1990-1991 and 2000-2001 Deputy Commissioner (Assessment)

Bombay Sales Tax Act, 1959 1999-2000 to 2002-2003 Joint Director of Industries, Jalgoan

Bombay Sales Tax Act, 1959 2001-2002 Sales Tax Tribunal

Central Sales Tax Act, 1956 1988-1989, 2002-2003, Joint Commissioner 2003-2004 and 2004-2005 (Appeals)

Central Sales Tax Act, 1956 1999-2000 Sales Tax Tribunal



Name of the Statue Nature of the Amount Dues (Rs.)

Central Sales Tax Act, 1956 Sales Tax Dues 9,893

Central Sales Tax Act, 1956 Sales Tax Dues 34,89,327

Central Sales Tax Act, 1956 Sales Tax Dues 1,25,364

Kerala General Sales Tax Act, 1963 Sales Tax Dues 33,855

Orissa Entry Tax Act, 1999 Entry Tax 9,58,391

Orissa Entry Tax Act, 1999 Entry Tax 1,12,198

Orissa Sales Tax Act, 1947 Sales Tax Dues 44,71,808

Orissa Entry Tax Act, 1999 Sales Tax Dues 6,87,877

Orissa Sales Tax Act, 1947 Sales Tax Dues 51,75,952

Punjab General Sales Tax Act, 1948 Sales Tax Dues 8,34,983

West Bengal Sales Tax Act, 1994 Sales Tax Dues 44,47,657

West Bengal Sales Tax Act, 1994 Sales Tax Dues 44,053

West Bengal Sales Tax Act, 1994 Sales Tax Dues 9,70,356

West Bengal Sales Tax Act, 1994 Sales Tax Dues 16,57,783

Uttar Pradesh Trade Tax Act, 1948 Sales Tax Dues 33,437

Uttar Pradesh Trade Tax Act, 1948 Sales Tax Dues 76,000

Uttar Pradesh Trade Tax Act, 1948 Sales Tax Dues 11,08,267

Madhya Pradesh Vat Adhiniyam, 2002 Sales Tax Dues 2,89,158

Municipal Corporation of Greater Municipal Tax 10,07,55,924 Mumbai Act, 1888

Assam (Finance) Sales Tax Act, 1956 Sales Tax Dues 7,63,067

Income Tax Act, 1961 Income Tax 6,52,254 Dues

Income Tax Act, 1961 Income Tax 1,69,112 Dues

Name of the Statue Period to which it Forum where dispute relates is pending

Central Sales Tax Act, 1956 1992-93 Deputy Commissioner (Assessment)

Central Sales Tax Act, 1956 2002-2003 Sales Tax Tribunal

Central Sales Tax Act, 1956 2005-2006 Dy. Commissionerate of Appeals

Kerala General Sales Tax Act, 1963 2005-2006 and 2008-2009 Commercial Tax Officer

Orissa Entry Tax Act, 1999 2001 -2002 to 2004-2005 Assistant Commissioner of Sales Tax

Orissa Entry Tax Act, 1999 2003-2004 Honourable High Court

Orissa Sales Tax Act, 1947 1999-2000 to 2004-2005 Honourable High Court

Orissa Entry Tax Act, 1999 2001 -2002 to 2005-2006 Sales Tax Tribunal

Orissa Sales Tax Act, 1947 1996-1997 to 2003-2004 Assistant Commissioner of Sales Tax

Punjab General Sales Tax Act, 1948 1989-1990 Sales Tax Tribunal

West Bengal Sales Tax Act, 1994 1997-1998 Sales Tax Tribunal

West Bengal Sales Tax Act, 1994 2006-2007 Sr. Joint Commissioner

West Bengal Sales Tax Act, 1994 1998-1999 and 2005-2006 Dy. Commissionerate of Appeals

West Bengal Sales Tax Act, 1994 2005-2006 Joint Commissioner

Uttar Pradesh Trade Tax Act, 1948 2003-2004 Assistant Commissioner, Sales Tax

Uttar Pradesh Trade Tax Act, 1948 2008-2009 Assistant Commissioner, Sales Tax

Uttar Pradesh Trade Tax Act, 1948 1986-1987 Trade Tax Tribunal

Madhya Pradesh Vat Adhiniyam, 2002 2005-2006 to 2006-2007 Deputy Commissioner

Municipal Corporation of Greater Mumbai Act, 1888 2000-2001 to 2009-2010 Honorable High Court

Assam (Finance) Sales Tax Act, 1956 2005-2006 to 2006-2007 Deputy Commissioner of Taxes

Income Tax Act, 1961 2004-2005, 2005-2006 Income Tax Assessing and 2006-2007 Officer

Income Tax Act, 1961 2007-2008 Commissioner of Income Tax (Appeals)

(x) The Company does not have accumulated losses at the end of the financial year March 31, 2010. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2010 and in the immediately preceding financial year ended March 31, 2009.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year. Accordingly, clause 4 (xi) of the Order is not applicable to the Company.

(xii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances during the year on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies. Accordingly, clause 4 (xiii) of the Order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4 (xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanation given to us, term loans have been applied for the purposes for which they were obtained.

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

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

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2010.

For and on behalf of M. L. BHUWANIA & CO.

Chartered Accountants

J. P. Bairagra

Partner Membership No. 12839 Firm Membership No. 101484W Place: Mumbai Date: 29th April, 2010

 
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