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Auditor Report of VTM Ltd.

Mar 31, 2019

Report on the audit of the financial Statements

Opinion

We have audited the financial statements of VTM Limited (“the Company”), which comprise the balance sheet as at March 31, 2019, and the statement of profit and loss(including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act 2013 (“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 March 31,2019, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended as on that date.

Basis for opinion

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

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

Key audit matters

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

We have determined the matters described below to be the key audit matters to be communicated in our report.

Details of the Key Audit Matter

Auditors'' Response to the Key Audit Matter

New Revenue Standard

Principal Audit Procedures

The Company adopted Ind AS 115 “Revenue from Contracts with Customers” with effect from April 1, 2018. The application of the new revenue accounting standard

We assessed the Company''s process to identify the impact of adoption of the new revenue accounting standard (Ind AS 115).

Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:

involves certain key judgements relating to identification of distinct

(a)

Evaluated the design of internal controls relating to implementation of the new revenue accounting standard.

performance obligations, determination of transaction price of the identified performance obligations and point of recognition

(b)

Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price.

of revenue.

(c)

Selected a sample of continuing and new contracts and performed the following procedures:

Ind AS 115 also requires extensive disclosures.

Read, analysed and identified the distinct performance obligations in these contracts.

Compared these performance obligations with that identified and recorded by the Company.

Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.

Performed analytical procedures for reasonableness of revenue recognition as per lnd AS 115.

Information other than the financial statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor''s report thereon.

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

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s responsibility for the financial statements

The Company''s board of directors is responsible for the matters stated in section ! 34(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so The board of directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s responsibilities for the audit of the financial statements

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

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

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

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

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

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

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

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

Report on other legal and regulatory requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 3 j, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, i n our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule II 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:

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 40 to the financial statements;

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

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

For CNGSN & Associates LLP

Chartered Accountants

Firm’s Registration No.004915S/ S200036

Place : Madurai (CHINN,SAMY GANESAN)

Date: April 22 .2019 Membership No. 027501


Mar 31, 2018

Report on the Financial Statements :

We have audited the accompanying financial statements of VTM Limited, (“the Company”), which comprise of the Balance Sheet as at March 31,2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the 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 financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements based on our audit. In conducting our audit, we have taken into account the provisions ol 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 and the Order issued under section 143 (11) of the Act.

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

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

We believe that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on thefmancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financiai 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 March 31,2018, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended as on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143 (11) of the Act, we give in Annexure “A”‘ a statement on the matters specified in paragraphs 3 and4 of the Order.

2. As required by Section 143 (3) oftheAct, based on our audit we report that:

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

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

c) the balance sheet, the statement of profit and loss including other comprehensive income, statement of changes in equity and the statement of cash flow dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act;

e) on the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the board oi directors, none of the directors are disqualified as on March 31.2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure “B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company s internal financial controls over financial reporting; and

g) with respect to the other matters to be included in the auditors report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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.;

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

ili. There has been no delay in transferring amounts, required to be transferred, to the investor education and protection fund by the Company.

Other matters

The financial statements of the Company for the year ended March 31.2017 prepared in accordance with Companies (Accounting Standards) Rules, 2006, were audited by anothei firm of chartered accountants under the Companies Act, 2013 who, vide their report dated April 30,2017, expressed an unmodified opinion on those financial statements

Annexure “A” to thelndependent Auditor’s Report

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements* section of our report to the members of VTM Limited of even date)

1. In respect of the Company’s fixed assets:

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

(b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification,

(c) According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land and building that have been taken on lease and disclosed as fixed assets in the financial statements, the lease agreements are in the name of the Company.

2. The inventory has been physically verified by the management during the year, in our opinion, the frequency of such verification is reasonable.

3. According to information and explanation given to us. the company has not granted any loan, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register required under section 189 of the Companies Act, 2013. Accordingly, paragraph 3 (iii) of the order is not applicable.

4. In our opinion and according to information and explanation given to us, the company has not granted any loans or provided any guarantees or given any security to which the provision of section 185 of the companies Act are applicable.

In respect of investments made by the Company, the Company had complied with the provisions of section 186 of the Companies Act, 2013.

5. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits and accordingly paragraph 3 (v) of the order is not applicable.

6. In our opinion and according to the information and explanations given to us, the ^ Company had maintained cost records under section 148 (1) (d) of the Companies Act, 2013 and the relevant rules prescribed. However, we have not carried out a detailed examination of the same.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, includingProvident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Value Added Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, Goods and Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31,2018 for a period of more than six months from the date they became payable.

(c) Details of dues of lncome Tax, Sales Tax, Service Tax, Excise Duty, Value Added Tax and Goods and Service Tax which have not been deposited as at March 31,2018 on account of dispute are given below:

Statute

Nature of dues

Amount (Rs.)

Periods which the amount relates

Forum

IN VAT Act

Penalty

1,60,568

2001-02

STAT, Tamil Nadu

Service Tax

Auxiliary Service

9,78,499

2006-07 to 2011-12

CESTAT, Chennai

Service Tax

Penalty

16,07,956

2006-07 to 2011*12

CESTAT, Chennai

8. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to its bankers during the year. According to the information and explanations given to us, the company has no outstanding dues to any financial institutions or any government or any debenture holders during the year.

9. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose tor which they were raised, The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.

10 To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Aet.The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company. According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance wi th section 177 and 188 of the Act. Where applicable, the details of such transactions have been disclosed in the financial statements as required bv the applicable accounting standards.

11. In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is 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, transactions with the related parties are in compliancc with section 177 and 188 of the Act. Where applicable, the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

Annexure “B” to the Independent Auditor’s Report

(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of VTM Limited of even date)

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

We have audited the internal financial controls over financial reporting of VTM Limited (“the Company”) as of March 31,2018, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, 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 Companies Act,2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 materia! 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 judgement, including the assessment of the risks of material misstatement in 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 control system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal f inancial 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 extemai purposes in accordance with generally accepted accounting principles. A company’s interna! 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) ptovide 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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 of 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 and according to the information and explanations given to us, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For CNGSN & Associates LLP

Chartered Accountants

Firm Registration No.004915S/ S200036

(CHINNSAMY GANESAN)

Place: Kappalur, Madurai Partner

Date: April 27, 2018 Membership No. 027501


Mar 31, 2017

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF VTM LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s.VTM LIMITED (“the company), which comprise the Balance sheet as at 31“ March,2017, the Statement ot Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and others explanatory information.

Management''s responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134 (5) ol 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 the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that arc 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 31“ March, 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the companies (Auditor''s Report) order 2016 issued by the Central Government of India in terms of Sub-Section (11) of section 143 of the Companies Act 2013, we give in the Annexure “A”, a statement on matters specified in paragraph 3 & 4 of the order.

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

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

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

C) the Balance sheet, the statement of profit and loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

B) in our opinion & according to the size, the Company has laid down necessary Internal Financial Controls and such financial controls appear to be adequate and operating effectively with the policies and procedures laid down by the Company in respect thereof as referred in

“Annexure B”.

C) 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 does not have any pending litigations which would impact its financial position.

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

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

iv) the Company has provided requisite disclosures in Note No.4 to the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company.

Annexure “A" referred to in Independent Auditor''s Report to the Shareholders of VTM LIMITED

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, these assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification and the Title Deeds of the immovable properties are held in the name of the Company.

2. The company has conducted physical verification of stock of inventories at reasonable intervals.

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

4. A) The Company has neither directly nor indirectly granted any loan including any loan represented by a book debt to any of its Directors or to any person in whom the directors is interested or given guarantee or provided any security in connection therewith.

B) The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other company. However the Company has invested its funds in such number of companies in such number of shares in other bodies corporate as referred to in Notes No. 13 and 15 to the financial statements.

In compliance with section 186 of the companies Act, 2013, loans to employees bear interest at applicable rates and such terms and conditions are not prejudicial to the Company''s interest.

5. The Company has not accepted any deposit from the public as at 31“ March 2017.

6. The Company is maintaining cost records as required to be maintained u/s. 148 of the companies Act, 2013 and such accounts and records have been so made and maintained.

7 A) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any Other statutory dues to appropriate authorities which are outstanding as at 31 “ March 2017 for the period of more than six month from the date they became payable.

B) The Company has disputed Tax demands as at 31 “ March 2017 and the same has been stated in Note No.2.

8 According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to any banks where from the Company availed loans.

9 During the year, the Company has not raised any money by way of intial public ofTer or further public offer (including debt instruments) .The Company has obtained term loans from Banks and the same has been applied for the purpose for which it has been availed.

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

11. The Company has paid Managerial remuneration in accordance with the provisions of section 197 read with Schedule V of the Act.

12. As the Company is not a Nidhi company, Clause (xii) is not applicable to the Company.

13 All transactions with the related parties are in compliance with section 177 and 188 of the Act and the required details have been disclosed in the Financial Statements as required in the Accounting Standards.

14. During the year, the Company has not made any allotment of shares or debentures.

15. During the year, the Company has not entered into any non-cash transaction with directors orpersons connected with him.

16. As the Company is a manufacturing company, the question of registration u/s. 451A of the Reserve Bank of India Act, 1934 does not arise.

“Annexure B” to the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub - Section 3 of Section 143 of the Companies Act, 2013 (“the Act”) to the Shareholders of VTM Limited.

We have audited the internal financial controls over financial reporting of VTM Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the 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 (''the guidance Note'') issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its 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 Companies Act, 2013.

Auditors'' Responsibility:

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 1 hose 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 purpose 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 receipt and payments of the company arc being made only in accordance with authorization 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 further period are subject to the risk that the internal financial control over financial reporting may become inadequate because of change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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

Place: Madurai T. Kalairaj

Date: April 30, 2017 Partner

(Membership No.023840)

For Peri Thiagaraj & Co.,

Chartered Accountants

(Firm Regn.No.002636s)


Mar 31, 2016

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s.VIM LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended on that date and a summary'' of the significant accounting policies and other explanatory information.

Management’s responsibility for the Standalone Financial Statements The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these 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 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 Mid 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 of error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 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 in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 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 March 31,2016 and its Profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order 2016 issued by the Central) Government of India in terms of Sub-Section (11) of Section 143 of the Companies Act 2013, We give in the Annexure, a statement on matters specified in paragraph 3 & 4 of the order

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

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

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

C) The Balance sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the Books of Account,

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

E) In our opinion, the Directors have prepared the aforesaid standalone financial statements on a going concern basis.

F) On the basis of die written representations received from the Directors as on March 31,2016 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31,2016 from being appointed as a Director in terms of Section 164 (2) of the Act,

G) In our opinion and according to the size, the Company has laid down necessary internal Financial controls and such financial controls appear to be adequate and operating effectively with the policies and procedures laid down by the Company in respect thereof.

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

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

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

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

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, these assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification and the Title Deeds of the immovable properties are held in the name of (he Company.

2. The Company has conducted physical verification of stock of inventories at reasonable intervals and there was no material discrepancies noticed on physical verification of stocks.

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

4. A) The Company has neither directly nor indirectly granted any loan including any loan represented by a book debt to any of its Directors or to any person in whom the Directors ate interested or given guarantee or provided any security in connection therewith.

B) The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other Company. However the Company has invested its funds in such number of companies in such number of shares in other bodies corporate as referred to in Notes No. 12 and 14 of the Balance Sheet.

In compliance with Section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates and such terms and conditions are not prejudicial to the Company''s interest.

5. The Company has not accepted any deposit as at March 31,2016.

6. The Company is maintaining the cost records as required to be maintained under Section 148 of the Companies Act, 2013 and such accounts and records have been so made and maintained.

7. A) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues payable in respect of Provident Fund, Employees Slate Insurance, Income Tax, Sates Tax, Service Tax, Duty ot Customs, Duty of Excise, Value Added Tax, Cess and any Other statutory- dues to appropriate authorities which are outstanding as at March 31,2016 for the period of more than six months from the date they became payable.

B) The Company has disputed Tax demand as at March 31, 2016 as stated in Note No.2.

8. According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to any banks where from the Company availed loans,

9. During the year, the Company has not raised any money by way of initial public offer or (further public offer (including debt instruments). The Company has obtained term loans from Banks and the same has been applied for the purpose for which it has been availed.

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

11. The Company has paid managerial remuneration in accordance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013.

12. As the Company is not a Nidhi company, Clause (xii) is not applicable to the Company.

13. All transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 and the required details have been disclosed in the Financial Statements as required in the Accounting Standards.

14. During the year, the Company has not made any allotment of shares or debenture.

15. During the year, the Company has not entered into any non-cash transaction with Directors or persons connected with him.

16. As the Company is a manufacturing Company, the question of registration under Section 45IA of the Reserve Bank of India Act, 1934 does not arise.

For Peri Thiagaraj & Co.,

Chartered Accountants

(Firm Regn, No.002636S)

T. Kalairaj

Place: Madurai Partner

Date: May 09,2016 (Membership No.023840)


Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of VTM Limited (''the Company''), which comprise the balance sheet as at March 31, 2015, the statement of Profit and Loss and the Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 and presentation 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters, which are required to be included in the audit, report under the provisions of the Act and the Rules made 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 in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 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 together with the notes thereon 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 case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015,

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

c) in 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we state that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The stocks of finished goods, stores and spare parts and raw material have

been physically verified by the management at reasonable periods.

(b) In our opinion, the procedures of physical verification of the aforesaid stock followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) No discrepancies have been noticed on such verification of stock of finished goods and raw materials. The discrepancies noticed on such verification of stores and spare parts were not material compared to Book stock and the same have been properly dealt within the books of account.

(iii) The Company has not granted loans to bodies corporate, firms or other parties as listed in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

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

(v) The Company has not accepted any deposits during the year ended March 31, 2015.

(vi) The Company is not required to maintain cost records for the financial year 2014-2015 in terms of section 148(1) of the Act and the rules made thereon. However the company is maintaining cost records.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities in arrears as at March 31,2015 for a period of more than six months from the date they became payable.

(b) The company has disputed tax demands as at March 31, 2015 as per Note 2 to Financial Statements.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 195 6) and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks during the year.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) According to the information and explanations given to us, The Company had applied Term loans for the purpose for which such loans were obtained.

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

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

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

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

(c) the Balance Sheet, the statement of Profit and Loss and the Cash Flow 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) In our Opinion, the Directors have prepared the aforesaid standalone financial statements on a going concern basis.

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

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

i. the Company has disclosed the impact of pending litigations on its financial position in as per Note 2 to the financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any.

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

Madurai, For Peri Thiagraj & Co., April 30, 2015. Chartered Accountants Firm Registration No.002636S T. Kalairaj Partner Membership No.023840


Mar 31, 2014

We have audited [he accompanying financial statements of VTM Limited, which comprise the Balance Sheet as at March 31, 2014, and (he Statement Of Profit and Loss and Cash Flow Statement For the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility Tor the financial statements:

Management i) responsible for the preparation of these financial statements (hat 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 the General Circular 15/2013 dated 13d'' September, 2013 of the Ministry of Corporate Affairs in respect or Section 133 of the Companies Act, 2013 (referred to m sub - section f3Cl of Section 211 of the Companies Act, 1956)- This dispensability includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Financial Statement that give a true and field view and are free from material misstatement, whether due to fraud or error,

Auditor''s Responsibility;

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of materials misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consider internal edition 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 as opinion on the effectiveness of the company''s internal central. 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

Report of Other Legal and Regulatory Requirements:

As require by Section 227(3) of the Act, we report that;

1) We have obtained all the Information and explanations which, of the best of our knowledge and belief. were necessary for die purpose of our audit.

2) As required by the Companies (Auditors Report) Order, 2013 and on the basis of such checks of the books and records of the Company as we considered appropriate and die information and explanations given to us, we stale that:

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

b) According to the information and explanations given to us. the Fixed Assets have been physically verified by the Management during the year and no serious discrepancies between the book records and physical inventory have been noticed

c) The Company has not disposed of a substantial part of the Fixed Assets during the year.

ii) a) The Stocks of finished goods, stores and spare pans and raw materials have been physically verified by the Management at reasonable periods.

b) In our opinion, the procedures of physical verification of the aforesaid stocks lb J lowed by the Management are reasonable and adequate in relation to die size or the Company and nature of its business.

c) No discrepancies have been noticed on such verification of stock of finished goods and raw materials. The discrepancies noticed on such verification of stores and spare parts were not material as compared to Book Stock and the same have been properly dealt within the books of account.

iii) a) The Company has not granted any loans secured or unsecured to Companies, Firms or other putties as listed in the Register maintained under Section 30 J of the Companies Act, 1956 and or the Companies under the same management as defined under Sub-Section (1B) of Section 370 of die Companies Act, 1956.

b) The Company has accepted deposit for leased land from Company as listed in the Register maintained under Section 301 of the Companies Act, 1956.

vi) In our opinion and according to the information and explanations given to us, during the course or the audit, there are adequate lemma control procedures commensurate with the size of the Company and the nature of its business for the purchase of raw materials, stores, plant and machinery, equipment and other assets, and tor sale of goods In our opinion and according to the information and explanations given to us. there is no continuing failure to correct major weaknesses in internal control.

v) According to m formation and explanations given to us, the trans actions or purchase and sale of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act. 1956 aggregating during I he year to Rs.5,00,000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties,

vi) The Company has not accepted any deposits from me Public.

vii) In our opinion, the Company has an Internal audit system commensurate with the size and nature of its business.

viii) The cost records and accounts prescribed by the Central Government under Section 209(1 ){d) of the Companies Act. 1956 have been made and maintained by the Company,

ix) a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance. Income-Tax, Sales -Tax, Wealth-Tax, Customs Duty, Excise Duty, Cess. Service Tax and there were no amounts outstanding as at March 31, 2014 for a period of more than six months from the dale they became payable.

b) The Company has disputed Tax and outer liabilities as at March 1L 2014 as stated in Note No.2,

x) The Company has no accumulated losses. The Company has not incurred cash kisses in the Financial Year under report and in die immediately preceding Financial Year.

xi) According to the information and explanations gives to us, the Company has not defaulted in repayment of dues to a Financial Institution or Bank or Debenture Holder.

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

xiv) Clause (xiii) of the Order is not applicable to the Company as ''he Company is not a Chit Fund Company. Nidhi or Mutual Benefit Society

xiv) According to the information and explanations given to us, proper records have been maintained m respect of transactions and contracts in shares, urines. debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments have been held by tile Company in lis own name.

xv) according to the information and explain ions given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions,

xvi) According to the information and explanations given to us. Term Loans were applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us. funds raised on Short -term basis have not been used for long-term investment. Similarly, no funds raised on long-term basis have been used for short-term investments.

xviii) The Company has not issued Shares and hence requirements of reporting in respect of Shares issued does not arise.

xix) The Company has not issued Debentures and hence requirement Of reporting regarding creation or securities in respect of Debenture issued does not arise

xx) According td the records of the Company and information and explanations given to us, the Company has not raised any money through public issue during the year.

xxi} According to the information and explanations given to us. a fraud on or by the Company has not been noticed or reported during the year.

Opinion:

3) In our opinion and to the best of our information and according to date explanations given to us the financial statements together with date Bots thereon give die 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 March 31. 2014.

b) In the case of die 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 for the year ended on that date.

4) We are of the opinion based on the information and explanations furnished to us that none of die Directors is disqualified from being appointed as a Director of [he Company in terms of Section 274(I)(g) of the Companies Act, 1956.

5) 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.

6) In our opinion, die Statement of Profile and Loss and Balance Sheet and Cash Flow Statement complies with the accounting standards notified under the Companies Act, 1956 ("The Act") read with the General Circular 15/ 2013 dated Li* September. 2013 of the Ministry of Corporate Affairs respect of Section 133 of die Companies Act, 2013 [referred to in sub - section (3C) of Section 311 of the Companies Act, 1956).

7) 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

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

For PERI THIAGRAJ & Co..

Chartered Accountants Firm Registration No.002636S

T. KALAIRAJ

Madurai. Partner

April 35. 2014 Membership No.023840


Mar 31, 2013

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

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

An audit involves performing procedures to obtain audit evidence about the

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

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

1) 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.

2) As required by the Companies (Auditors'' Report) Order, 2003 as amended by the Companies (Auditors'' Report) Amendment Order 2004 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us, we state that:

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

b) According to the information and explanations given to us, the Fixed Assets have been physically verified by the Management during the year and no serious discrepancies between the book records and physical inventory have been noticed.

c) The Company has not disposed of a substantial part of the Fixed Assets during the year and therefore does not affect the going concern assumption.

ii) a) The Company has maintained proper records and the Stocks of finished goods, stores and spare parts and raw materials have been physically verified by the Management at reasonable periods.

b) In our opinion, the records and procedures of physical verification of the aforesaid stocks followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) According to the records, no discrepancies have been noticed on such verification of stocks of finished goods and raw materials. The discrepancies noticed on such verification of stores and spare parts were not material as compared to Book Stock and the same have been properly dealt within the books of Account.

iii) a) The Company has not granted any loans secured or unsecured to Companies, Firms or other parties as listed in the Register maintained under Section 301 of the Companies Act, 1956 and/or the Companies under the same management as defined under Sub- section (IB) of Section 370 of the Companies Act, 1956.

b) The Company has accepted deposit for leased land from Company as listed in the Register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, during the course of the audit, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of raw materials, stores, plant and machinery, equipment and other assets, for sale of goods and payment of expenses. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

v) According to the information and explanations given to us, the transactions of purchase and sale of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs.5,00,000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

vi) The Company has not accepted any deposits from the Public during the year.

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

viii) The cost records and accounts prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 have been made and maintained by the Company.

ix) a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales - Tax, Wealth-Tax, Sevice-Tax, Customs Duty, Excise Duty, Cess and there were no amounts outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

b) The Company has disputed Tax liability as at March 31, 2013 as stated in Note No.2(b).

x) The Company has no accumulated losses. The Company has not incurred cash losses in the Financial Year under report and in the immediately preceding Financial Year.

xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a Financial Institution or Bank or Debenture Holder.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, and in our opinion, adequate documents and records are maintained.

xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit Fund Company, Nidhi or Mutual Benefit Society.

xiv) According to the information and explanations given to us, proper records have been maintained in respect of transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments, have been held by the Company in its own name.

xv) According to the information and explantions given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

xvi) According to the information and explanations given to us, Term Loans were applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us, funds raised on Short-term basis have not been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investments.

xviii) According to the information and explanations given to us, no shares has been allotted by the Company during the year.

xix) The Company has not issued Debentures and hence requirement of reporting regarding creation of securities in respect of Debentures issued does not arise.

xx) According to the records of the Company and information and explanations given to us, the Company has not raised any money through public issue during the year.

xxi) According to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year nor have been informed on such case by the Management.

3) In our opinion and to the best of our information and according to the explanations given to us, the financial statements together with the 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 March 31, 2013.

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

4) 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 of the Company in terms of Section 274(1 )(g) of the Companies Act, 1956 on the said date.

5) 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.

6) In our opinion, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement complieswith the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

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

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

For PERI THIAGRAJ & Co.,

Chartered Accountants

Firm Registration No.002636S

T. KALAIRAJ

Madurai, Partner

April 24, 2013. Membership No.023840


Mar 31, 2012

We have audited the attached Balance Sheet of VTM Limited, as at March 31,2012 and also the Profit and Loss Account for the year ended on that date annexed there to and the Cash Flow statement for the year ended on that date. These financial statement are the responsibility is to express an opinion on these financial statements based on our audit.

We have conducted out 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 the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. 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.

2. As required by the company's Auditors Report) Order 2003 as amended by the Companies (Auditors' Report) Amendment Order 2004 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us. we state that:

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

b) According to the information and explanations given to us the Fixed Assets have been physically Verified by the Management during the year and no serious discrepancies between the book records and physical inventory have been noticed.

c) The Company has not disposed of a substantial part of the Fixed Assets during the year.

ii) a) The Company has maintained proper records and the Stocks of finished goods, stores and spare parts anal raw materials have been physically verified by the Management at reasonable periods.

b) In our opinion the records and procedures of physical Verification of the aforesaid stocks followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) According to the records, no discrepancies have been noticed on such verification of stocks finished goods and raw materials. The discrepancies noticed an such verification of stores and spare parts were not material as compared to Book Stock and the same have been property dealt within the books of Accounts.

iii) a) The Company has not granted any loans secured or unsecured to Companies Firms or other parties as listed in the Register maintained under Section 301 of the Companies Act, 1956 and/or the companies under the same management as defined under sub-section (IB) of Section 370 of the Companies Act,1956.

b) The company has accepted deposit for leased land from Company as listed in the Register maintained under Section 301 of the Companies Act, 1956,

iv) In our opinion and according to the information and explanations given to us during the course of the audit, there are adequate internal control procedures commensurate with the size of the Company and the nature of Its business for the purchase of raw materials. Stores plain and machinery equipment equipment and other assets and for sale of goods In our opinion and according to their information and explanations given to us. there is no continuing failure to correct major Weaknesses in internal control.

v) According to the information and explanations given to us, the transactions of purchase and sale of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act 1956 aggregating during the year to Rs.5,00,000/- or more in respect of catch party have been made at prices which are measurable having regard to prevailing market prices for such goods and materials or the pries at which transactions for similar goods have been it made with other parties

vi) The Company has not accepted any deposits from the Public during the year.

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

viii) The cost records and accounts prescribed by the central Government under Section 209(I) (d) of the Companies Act,1956 have been made and maintained by the Company

ix) a) According to the information and explanations given to us the Company is regular in depositing undisputed statutory dues payable in respect of Provident Fund, investor Education and Protection Fund. Employees State insurance, Income Tax Sales - Tax Wealth Tax Service-Tax Customs Duty Excise Duty Cess and There were no amounts outstanding at March 31,2012 for a period of more than six months from the date they became payable.

b) The company has disputed Tax liability as at March 31,2012 as abated in Note No.2(b).

x) The Company has no accumulated losses. The Company has not incurred cash losses in the Financial Year under report and in the immediately preceding Financial Year.

xi) According to the information and explanations given to us. the Company has not defaulted in repayment of dues to a Financial Institution or Bank or Debenture Holder

xii) The Company has not granted loans and Advances on the basis of security by way of pledge of shares, debenture and other securities, and in our opinion, adequate documents and records are maintained,

xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit Fund Company, Nidhi or Mutual Benefit Society.

xiv) According to the information and explanations given to us. proper records have been maintained in respect of transactions and contract in shares, securities, debentures and inhere investments and timely entries have been made therein. The shares, securities, debentures and other investments, have been held by the Company in its own.

xv) According to the information and explanations given to us. the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

xvi) According to the information and explanations given to ask. Term Loans were applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us, funds raised on Short-term basis have not been used for long-term investment Similarly, no funds raised on long term basis have been used for short-term investments

xviii) According to the information and explanations given to us. no shares has been allotted by the Company during the year

xix) The Company has not issued Debentures and hence requirement of reporting regarding creation of securities in respect of Debentures issued does not arise.

xx) According to the records of the Company and information and explanations given to us, the Company has not raised any money through public issue during the year.

xxi) According to the information and explanations given to us. a fraud on or by the Company has not been noticed or reported during the year.

3) In our opinion and to the best of our information and according to the explanations given to us. the attached Accounts together with the notes manner, give the information required by the Companies Act. 1956 in the winner 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, 2012.

b) In the ease of the Profit and Loss Account, 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 for the year ended on that date.

4) On the basis of written representation*; received from the Directors, as on March 31- 2012 and taken on record by the Board of Directors, we report that none of the Directors is. disqualified as on March 31, 2012 from being appointed as a Director of the Company in terms of Section 274 (I) of the Companies Act. 1956 on the said date.

5) 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,

6) In our opinion, the Balance Sheet and Profit and Loss Account complies with the Accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

7) The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of Account.

For PERI THIAGRAJ & Co.,

Chartered Accountants

Firm Registration No.0026365

T.KALAIRAJ

Madurai Partner

April 25,2012. Membership No.023840


Mar 31, 2011

We have audited the attached Balance Sheet of VTM Limited, as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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.

1) 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.

2) As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) Amendment Order 2004 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us, we state that:

i) a) The Company has maintained proper records showing full

particulars including quantitative details and situation of Fixed Assets.

b) According to the information and explanations given to us, the Fixed Assets have been physically verified by the Management during the year and no serious discrepancies between the book records and physical inventory have been noticed.

c) The Company has not disposed of a substantial part of the Fixed Assets during the year.

ii) a) The Company has maintained proper records and the Stocks of finished goods, stores and spare parts and raw materials have been physically verified by the Management at reasonable periods.

b) In our opinion, the records and procedures of physical verification of the aforesaid stocks followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) According to the records, no discrepancies have been noticed on such verification of stocks of finished goods and raw materials. The discrepancies noticed on such verification of stores and spare parts were not material as compared to Book Stock and the same have been properly dealt within the books of Account.

iii) a) The Company has not granted any loans secured or unsecured to Companies, Firms or other parties as listed in the Register maintained under Section 301 of the Companies Act, 1956 and/or the Companies under the same management as defined under Sub- Section (IB) of Section 370 of the Companies Act, 1956.

b) The Company has accepted deposit for leased land from Company as listed in the Register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, during the course of the audit, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of raw materials, stores, plant and machinery, equipment and other assets and for sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

v) According to the information and explanations given to us, the transactions of purchase and sale of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs.5,00,000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

vi) The Company has not accepted any deposits from the Public during the year.

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

viii) The cost records and accounts prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956 have been made and maintained by the Company.

ix) a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales - Tax, Wealth-Tax, Sevice-Tax, Customs Duty, Excise Duty, Cess and there were no amounts outstanding as at March 31, 2011 for a period of more than six months from the date they became payable.

b) The Company has disputed Tax liability as at March 31, 2011 as stated in Note No. 19(6).

x) The Company has no accumulated losses. The Company has not incurred cash losses in the Financial Year under report and in the immediately preceding Financial Year.

xi) According to the information and explanations given to us, the •, Company has not defaulted in repayment of dues to a Financial Institution or Bank or Debenture Holder.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, and in our opinion, adequate documents and records are maintained.

xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit Fund Company, Nidhi or Mutual Benefit Society.

xiv) According to the information and explanations given to us, proper records have been maintained in respect of transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments, have been held by the Company in its own name.

xv) According to the information and explantions given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

xvi) According to the information and explanations given to us, Term Loans were applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us, funds raised on Short-term basis have not been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investments.

xviii) According to the information and explanations given to us, no shares has been allotted by the Company during the year.

xix) The Company has not issued Debentures and hence requirement of reporting regarding creation of securities in respect of Debentures issued does not arise.

xx) According to the records of the Company and information and explanations given to us, the Company has not raised any money through public issue during the year.

xxi) According to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

3) In our opinion and to the best of our information and according to the explanations given to us, the attached accounts together with the 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 March 31, 2011.

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

4) On the basis of written representations received from the Directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director of the Company in terms of Section 274(1 )(g) of the Companies Act, 1956 on the said date.

5) 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.

6) In our opinion, the Balance Sheet and Profit and Loss Account complies with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

7) The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account.

For PERI THIAGRAJ & Co., Chartered Accountants Firm Registration No.002636S

T. KALAIRAJ Partner Membership No.023840

Madurai, April 18,2011.

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