Exedy India Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2012

We have audited the attached Balance Sheet of Messrs EXEDY INDIA LIMITED as at 31st March, 2012, the annexed Profit and Loss Account for the year ended on that date, and also Cash Flow Statement for the year ended on that date, wherein are incorporated the accounts and thereon of Greater Noida division of the Company audited by another firm of auditors as well as subsequent representation by the Management. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

Note No. 26K: relates to non provision of liability in respect of provident fund.

Note No. 35 : relates to non confirmation of balances of debtors, creditors, deposits and loans & advances.

Note No. 36: relates to reconciliation of inter plant account balances of Aurangabad Plant and Greater Noida Plant. Subject to the above:

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

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

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

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

5) The reports on the account of the Greater Noida Plant referred to above, audited by the other auditors, have been forwarded to us and same have been considered by us in our report.

6) Based on the representations made by the Directors of the Company and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the Directors is, as at 31st March, 2012 prima-facie disqualified from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

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

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

b) in the case of the Profit and Loss Account oftheLossfortheyearendedonthatdate and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2012 OF MESSRS EXEDY INDIA LIMITED

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that

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

(b) As explained to us, fixed assets, according to the practise of the Company are physically verified by the management at reasonable intervals during the year. According to the information and explanations given to us, no discrepancies have been noticed on such physical verification as compared to the books of account.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern;

2. (a) As explained to us, inventories have been physically verified during the year by the management, except for inventories lying with outside parties, which have however, been confirmed by them.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

3. In our opinion, the Company has taken unsecured loans, from firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956, (the Act).

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

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

(c) There is no overdue amount of loans taken from firms or other parties listed in the register maintained under Section 301 of the Companies Act. 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control had come to our notice. ''

5. (a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companies Act, 1956. have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act,1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

6. On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by firms of Chartered Accountants appointed by the management, commensurate with the size of the Company and the nature of its business.

7. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 in respect of the Company''s products to which the said rules are made applicable, and are of the opinion that, prima- facie, the prescribed accounts and records have been made and maintained. We have, however, not made detailed examination of the records with a view to determine whether they are accurate.

8. (a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax Cess and other Statutory Dues with the appropriate Authorities.

(b) On the basis of our examination of the documents and records, the disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Nature of the Dues Rs. in Lacs Forum where dispute is pending

Sales Tax 249.43 High Court

17.94 Sales Tax Tribunal (*)

132.75 The Jt. Commissioner of Sales Tax (Appeal)/ Appellate Tribunal

Provident Fund 6.17 Appellate Tribunal

Income Tax 49.51 Income Tax Appellate Tribunal

(*) against the above said demand of 17.94 lacs, the Company has furnished bank guarantee to sales tax authorities.

9. The Company has accumulated losses at the end of the financial year and earned cash profit during the financial year covered by our report and earned cash loss in the immediately preceeding financial year.

10. On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

11. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No longterm funds have been used to finance shortterm assets except permanent working capital.

12. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

13. Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in various clauses of the Companies (Auditor''s Report) Order, 2003, Clauses (vi), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of paragraph 4 of the aforesaid Order, are in our opinion, not applicable to the Company.

For and on behalf of

D. L. SHAH & COMPANY

Regn. No. 109542W

Chartered Accountants

DINESH L. SHAH

Proprietor

Membership No. 3784

Mumbai, 21st February, 2013

---

Mar 31, 2011

We have audited the attached Balance Sheet of Messrs. EXEDY INDIA LIMITED as at 31st March, 2011, the annexed Profit and Loss Account for the year ended on that date, and also Cash Flow Statement for the year ended on that date, wherein are incorporated the accounts and thereon of Greater Noida division of the Company audited by another firm of auditors. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

Note No. 7 : relates to non confirmation of balances of debtors, creditors, deposits and loans & advances

Note No. 9 (e) : relates to non provision of liability in respect of provident fund .

Subject to the above :

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

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

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

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

(v) The reports on the account of the Greater Noida Plant referred to above, audited by the other auditors, have been forwarded to us and same have been considered by us in our report.

(vi) Based on the representations made by the Directors of the Company and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the Directors is, as at 31st March, 2011 prima-facie disqualified from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

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

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011 OF MESSRS EXEDY INDIA LIMITED

On the basis of such checks as we considered appropriate and in terms of 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) As explained to us, fixed assets, according to the practise of the Company are physically verified by the management at reasonable intervals during the year. According to the information and explanations given to us, no discrepancies have been noticed on such physical verification as compared to the books of account.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern;

ii) (a) As explained to us, inventories have been physically verified during the year by the management, except for inventories lying with outside parties, which have however, been confirmed by them.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

iii) In our opinion, the Company has taken unsecured loans, from firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956, (the Act).

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

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

(c) There is no overdue amount of loans taken from firms or other parties 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, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control had come to our notice.

v) (a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companies Act, 1956. have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act,1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vi) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by firms of Chartered Accountants appointed by the management, is commensurate with the size of the Company and the nature of its business.

vii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of the Company's products to which the said rules are made applicable, and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. We have, however, not made detailed examination of the records with a view to determine whether they are accurate.

viii) (a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax Cess and other Statutory Dues with the appropriate Authorities.

(b) On the basis of our examination of the documents and records, the disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Nature of the Dues Rs. in Lacs Forum where dispute is pending

Sales Tax 249.43 High Court

17.94 Sales Tax Tribunal (*)

132.75 Sales Tax Tribunal / The Jt.

Commissioner of Sales Tax (Appeal)

Provident Fund 6.17 Appellate Tribunal

Income Tax 49.51 Commissioner of Income Tax

(*) against the above said demand of 17.94 lacs, the Company has furnished bank guarantee to sales tax authorities.

ix) The Company has accumulated losses at the end of the financial year and earned cash profit during the financial year covered by our report and earned cash profit in the immediately preceeding financial year.

x) On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

xi) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

xii) According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

xiii) Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in various clauses of the Companies (Auditor's Report) Order, 2003, Clauses (vi), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of paragraph 4 of the aforesaid Order, are in our opinion, not applicable to the Company.

For and on behalf of

D. L. SHAH & COMPANY

Regn. No. 109542W

Chartered Accountants

DINESH L. SHAH

Proprietor

Membership No. 3784

Mumbai, 25th July, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Messrs. CEEKAY DAIKIN LIMITED as at 31st March, 2010, the annexed Profit and Loss Account for the year ended on that date, and also Cash Flow Statement for the year ended on that date, wherein are incorporated the accounts and thereon of Greater Noida division of the Company audited by another firm of auditors. 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.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

Note No. 7 : relates to non confirmation of balances of debtors, creditors, deposits and loans & advances

Note No. 9 (e) : relates to non provision of liability in respect of provident fund .

Subject to the above :

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

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

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

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

(v) The reports on the account of the Greater Noida Plant referred to above, audited by the other auditors, have been forwarded to us and same have been considered by us in our report.

(vi) Based on the representations made by the Directors of the Company and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the Directors is, as at 31st March, 2010 prima-facie disqualified from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present 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 31sl March, 2010; and

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

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

On the basis of such checks as we considered appropriate and in terms of 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) As explained to us, fixed assets, according to the practise of the Company are physically verified by the management at reasonable intervals during the year. According to the information and explanations given to us, no discrepancies have been noticed on such physical verification as compared to the books of account.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern;

ii) (a) As explained to us, inventories have been physically verified during the year by the management, except for inventories lying with outside parties, which have however, been confirmed by them.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

iii) In our opinion, the Company has taken unsecured loans, from firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956, (the Act).

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

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

(c) There is no overdue amount of loans taken from firms or other parties 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, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for sale of goods. During the course of our previous assessment, no major weakness in internal control had come to our notice.

v) (a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companies Act, 1956. have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vi) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by firms of Chartered Accountants appointed by the management, is commensurate with the size of the Company and the nature of its business.

vii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 in respect of the Companys products to which the said rules are made applicable, and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. We have, however, not made detailed examination of the records with a view to determine whether they are accurate.

viii) (a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax Cess and other Statutory Dues with the appropriate Authorities.

(b) On the basis of our examination of the documents and records, the disputed statutory dues which have not been deposited with the appropriate authorities are as under:

Nature of the Dues Rs. in Lacs Forum where dispute is pending

Sales Tax 249.43 High Court

17.94 Sales Tax Tribunal (*)

132.75 Sales Tax Tribunal / The Jt.

Commissioner of Sales Tax (Appeal) Provident Fund 6.17 Appellate Tribunal

Income Tax 49.51 Commissioner of Income Tax

(*) against the above said demand of 17.94 lacs, the Company has furnished bank guarantee to sales tax authorities.

ix) The Company has no accumulated losses at the end of the financial year and incurred cash profit during the financial year covered by our report and earned cash loss for the immediately preceeding financial year.

x) On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

xi) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

xii) According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

xiii) Looking to the nature of activities being carried on, at present, by the Company and also considering the nature of the matters referred to in various clauses of the Companies (Auditors Report) Order, 2003, Clauses (vi), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of paragraph 4 of the aforesaid Order, are in our opinion, not applicable to the Company.



For and on behalf of D.L.SHAH &COMPANY Regn.No.109542W Chartered Accountants DINESH L.SHAH Proprietor Membership No.3784

Mumbai,27th July,2010