Intercorp Industries Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2012

1. Report on the Financial Statements

We have audited the accompanying financial statements of M/s Intercorp Industries Limited as at 31st March, 2012 which comprise of the Balance Sheet as at 31 March, 2012, the Statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

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

3. Auditor''s Responsibility

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

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

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read with Note Nos. 2.4, 2.6 and 2.7 and subject to our comments in para (a) to (j) below viz.

As required by the Companies (Auditor''s Report) Order, 2003 (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement in the matters specified in paragraphs 4 and 5 of the said Order. As required by Section 227(3) of the Act, we report that:

a. Subject to 4(d) 5 4(e) below we have obtained all the informat.on and explanations, which to the best of our knowledge and belief were, necessary for the purposes of our audit;

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

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

d. Note No. 2.4 regarding non-availability of confirmation of balance from bank to whom Term loan is outstanding;

e. Note No. 2.6 regarding non availability of full details/information about sale of assets by Kotak Mahindra Bank Limited and further consequential effect thereof;

f. Kotak Mahindra Bank Limited has disposed off Company''s Land, Plant & Machinery & other Assets situated at Behror, Distt. Alwar under The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (Refer Note No .2.6). This raises substantial doubt about the Company''s ability to continue as a going concern. Consequently, adjustments may be required to the recorded amounts of assets and classification of liabilities. The financial statements (and notes thereto) do not disclose this fact.

g. Note No. 2.7 regarding Non-provision of Interest of Rs. 12,58,69,802/- (Previous Year Rs.

10, 56, 62, 914/-) on term loan. Cumulative amount of interest not provided till date Rs. 69,73,55,452/- (Previous Year Rs. 57,14,85,650/-);

h. We further report that without considering Para (d), (e) & (f) the effect of which could not be determined, had the observations made by us in Para (g), above been considered, the Loss for the year would have been Rs.12,59,96,750,/-(Previous Year Rs. 10,56,93,816/-) as against the reported loss figure of Rs. 1,26,948/-(Previous Year Loss Rs. 30,902/-)) and accumulated loss would have been Rs. 88,93,45,637/- (Previous Year Rs. 76,33,48,886/-) (as against reported figure of deficit Rs. 19,19,90,185 /-(Previous YearRs. 19,18,63,236/-);

i. In our opinion, the Balance Sheet, the Statement of Profit and Loss Account and the Cash Flow Statement, comply with the Accounting Standard reffered to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

j. On the basis of written representations received from the directors as on 31st March, 2012, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March''2012, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. Subject to paras 4(d), (e), (f) & (g) above with consequential impact as given in paras 4(h) in our opinion and to the best of our information and according to the explanation given to us, the said account read together with significant Accounting Policies and notes thereon give the information required by the Companies Act 1956, in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2012;

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

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

Annexure to the Auditor''s Report

Referred to in Paragraph 1 of our report of even date

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

(b) These fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us during the year Kotak Mahindra Bank Limited has disposed off Company''s Land, Plant & Machinery & other Assets situated at Behror, Distt. Alwar under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (Refer Note No. 2.6). This raises substantial doubt about the Company''s ability to continue as a going concern. Consequently, adjustments may be required to the recorded amounts of assets and classification of liabilities. The financial statements (and notes thereto) do not disclose this fact.

(ii)(a) There being no Inventory hence Para (ii)(a) to (c) are not applicable.

(iii)(a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act;

(b) in view of (iii) (a) above paras 4(iii)(a) to 4(iii) (d) of the said order is not applicable to the Company;

(c) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act;

(d) In view of (iii) (c) above paras 4(iii) (e) to 4(iii) (g) of the said order is not applicable to the Company;

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories, fixed assets and sale of goods / services. However, there are no purchase of Inventories, fixed Assets and sale of goods / services during the year. We have not observed any major weaknesses in the internal control procedures during the course of audit.

(v)(a) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the Register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanation given to us, as there are no transactions that need to be entered in to the Register maintained under section 301 of the Companies Act,1956, paragraph 4 (v) (b) of the order is not applicable.

(vi) The Company has not accepted deposits from the public and consequently the directives issued by the Reserve Bank of India sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable to the Company. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against the Company;

(vii) The Company does not have a system of Internal Audit;

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of nature of activities carried out by the Company;

(ix)(a) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has been regular in depositing undisputed statutory dues including Income tax, Custom Duty, Excise Duty, Provident Fund, ESI, Service Tax, (wherever applicable), TDS and other statutory dues with the appropriate authorities. According to the information and explanations given to us the Investor Education and Protection Fund, Sales-tax, Wealth Tax, professional tax and Cess are not applicable to the Company;

(b) There were no dues of any tax which has not been deposited on account of any dispute except in respect of Sale Tax under Rajasthan Sales Tax Act of Rs. 19,695/- for the year 1997-98 which is pending before Deputy Commissioner of Sales (Appeals), Jaipur.

(x) The company has accumulated losses by more than fifty per cent of its net worth at the end of the financial year and has also incurred cash losses during the financial year and in the immediately preceding financial year which has been after considering qualifications as per paragraph 4(a) to (j) of Audit Report but without considering effect of un-quantified qualifications given in Audit Report.

(xi) The Company has defaulted in repayment of dues to a Bank. Principal of Rs. 4,37, 00,000/- and Interest Accrued and due thereon Rs. 6,35,45,988/- are in default since September 1997 and September 1995 respectively.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities .Accordingly clause 4(xii) of the order is not applicable;

(xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society accordingly clause 4(xiii) (a) to 4(xiii) (d) of the order is not applicable;

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. The company does not hold any investments by way of shares, securities, debentures and other securities.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly clause 4(xv) of the order is not applicable;

(xvi) No term loans were obtained by the Company. Accordingly clause 4(xvi) of the order is not applicable;

(xvii) According to the information and explanations given to us, the Company has not raised any funds on short-term basis. Accordingly clause 4(xvii) of the order is not applicable;

(xviii) The Company did not make any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act;

(xix) No debentures have been issued by the Company. Accordingly clause 4(xix) of the order is not applicable;

(xx) No money has been raised by way of public issues by the Company. Accordingly clause 4(xx) of the order is not applicable;

(xxi) According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the year;



For G.K. Nigam & Associates, Chartered Accountants Firm Registration No. 04972N

G. K. Nigam Partner Membership No. 36455 Place: New Delhi Dated: 30-05-2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of INTERCORP INDUSTRIES LIMITED as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a) Subject to 4(d) & 4(e) below we have obtained all the information and explanations, which to the best of our knowledge and belief were, necessary for the purposes of our audit;

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

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

d) Note No. 8 regarding non-availability of confirmation of balance from bank to whom term loan is outstanding;

e) Note no. 2 (vi) regarding non- availability of demurrage payable, if any, (Amount unascertained);

f) Non-provision of Interest of Rs8,93,36,446/- (Previous Year Rs.3,39,48,407/-) on term loan. Cumulative amount of interest not provided till date Rs.46,58,22,736/- (Previous Year Rs.22,66,45,042/-) {Refer Note no.9);

g) We further report that without considering Para 4 (d) & (e.).ihe effect of which could not be determined, had the observations made by us in Para.4(i)above been considered, the loss for the year would have been Rs..8,96,49,643/(Previous Year.Rs. 3,41,74,253/-) (as against the reported figure of Rs.3,13,197/-(Previous Year Rs.2,25,846/-)) and accumulated loss would have been Rs 65,76,55,070/- (Previous Year Rs.41,81,64,179/(as against reported figure of deficit Rs19,18,32,334/-(PreviousYear Rs. 19,15,19,137/-);

h) in our opinion, the Balance Sheet, Profit & 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 ot the Companies Act, 1956 and the rules framed there under;

i) On the basis of written representations received from the Directors, and taken on record by Board of

Directors we report that none of the Directors is disqualified as on 31 March,2010 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

5) Subject to Paras 4 (d), (e) & (f) above with consequential impact as given in Para 4 (g) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with siqnificant Accounting Policies and notes thereon give the information required by the Companies Act 1956, in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India;

i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31 st March, 2010;

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

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

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF THE AUDITORS' REPORT TO tHE MEMBERS OF INTERCORP INDUSTRIES LIMITED ON THE ACCOUNTS FOR THE YeaR ENDED 31.03.2010

i) a) The Company is maintaining Proper records to show full Particulars,including auantitative details and situation of fixed assets

b) As explained to us, the Company has a programme of physically verifying all its fixed assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets in accordance with this programme, the management during the year physically verified some of the fixed assets. The discrepancles notice on such verification between the physical balances and the fixed assest records were not material and have been property dealt with in the Books of Account.

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

ii) There were no Stocks during the year. Hence,paragraphs ii (a) ,(b) and (c)of the aforesaid order are not applicable to the Company during thee year.

iii) a) According to the information and explaination given to us, the Company has during the year.not granted any loans, secured or unsecured to companies, Firm of other parties covered in the register maintained under Section 301 of the Companies Act,1956. Accordingly paragraphs 4(iii) (a),(b),(c) and (d) of the order, are not applicable

b) According to the information and explanation given to us, the Company has during the year, not taken any loans,secured from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs 4(iii) (e),(f) & (g) of the order are not applicable.

iv) In our opinion and according to the information and explanatiions 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 inventories, fixed Assets and sale of goods / services during the year. We have not observed any major weaknesses inthe internal control procedures during the course of audit.

v) a) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the Register maintained under sectiion 301 of the Companies Act, 1956,

(b) In our opinion and according to the information and explanation given to us as there are no transcations that need to be entered in to the Register maintained under section 301 of the Companies Act, 1956, Paragraph 4 (v) (b) of the order is not applicable.

vi) The company has not accepted any deposits from the Public, paragraph 4 (vi) of the order is not applicable.

vii) The Company does not have a system of Internal Audit.

viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the companies Act,1956.

ix) a) According to records of the Company nad information and explanations given to us, the Company has been regularly depositing the undisputed statutory dues as of March, 2010 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us there are no such statutory dues, which have not been deposited on account of any dispute, except in respect of sale Tax Rajasthan Sales Tax Act of Rs. 19,695/- for the year 1997-98 which is pending before Deputy Commissioner of Sales (Appeals), Jaipur.

x) Accumulated losses of Rs. 65,76,55,070/- as on 31 March 2010 are more than fifty percent of company's net worth. Cash losses in financial year 2009-10 and 2008-09 are Rs. 8,95,78,766/- and Rs. 3,41,03,376/- respectively. These amounts have been stated after considering qualifications as per paragraph 4 of Audit Report but without considering eflect of un-qualified qualifications given in Audit Report.

xi) The Company has defaulted in repayment of dues to a Bank. Principal of Rs.4, 37, 00,000/- and Interest Accrued and due thereon Rs. 6,35,45,988/- are in default since September 1997 and September 1995 respectively. (Refer Note No. 9)

xii) As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4 (xii) of the Order is not applicable.

xiii) As the company is not a chit fund / nidhi / mutual benefit funds/ society to which the provisions of special statute relating to chit fund arc applicable, paragraph 4(xiii) of the Order is not applicable,

xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

xv) We are informed that during the year, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) We are informed that the Company has not obtained any term loans during the year.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that short term funds have not been used to finance long term investments.

xviii) The company has not made any preferential allotment of shares during the year.

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

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

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

FOR JAGDISH CHAND & CO. Chartered Accountants (RAVI GOEL) PARTNER M.No.078748 Firm Registration No. 000129N

PLACE: NEW DELHI. DATED: 28th May, 2010