Metropoli Overseas Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2014

Report on the Financial Statements

We have audited the accom panying financial statements of Metropoli Overseas Limited ("the Company"), which comprise the Balance Sheet as at 31st March , 2014, the Statement of Profit and Loss and the Cash Flow Statement 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 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 the internal control relevantto 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.

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date on the accounts for the year ended 31st March, 2014 OF M/S. METROPLI OVERSEAS LIMITED.

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

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

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

c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. The Company has not granted any loan during the year to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of clauses (iii)(a) to (iii)(d) paragraph 4 of the Order are not applicable.

4. The Company has taken interest free loans amounting to year end balance of Rs.747.75 lacs during the year from nine Body Corporate covered in the Register maintained under Section 301 of the Companies Act, 1956. Rs.641.25 lacs are secured out of Rs.747.75 lacs and Rs.106.50 lacs are unsecured. The company is regular in repayment of principal where ever it was required.

5. 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 for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

6. In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need 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 transactions made in pursuance of contracts/ arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

7. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

9. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

10. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees''State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess, and other statutory dues have been generally deposited regularly with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

b) The statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

SI. Name the Nature of Amount in Period to which Forum where No Statute Dues Lacs the amount relates dispute is Pending relates

1 Customs Custom Duty 98.14* 2008-09 BIFR

2 Vat CST&VAT 129.07 1998-99to2004-05 Tribunal

* The figure is exclusive of interest.

11. The Company''s accumulated loss exceeds 50% of its net worth and company has incurred cash loss during the financial year 2013-14.

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

13. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

15. In our opinion and according to the explanations given to us and based on the information available, the Company is not dealing or trading in shares, securities, debentures and other investments and as such provisions of clause (xiv) of paragraph 4 of the Order are not applicable to the Company

16. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or Financial Institutions.

17. According to information and explanations given, loan from KSFC is overdue and no fresh term loans from Bank & Financial Institution were taken during the year.

18. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long- term investment and vice versa.

19. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained underSection 301 of the Companies Act, 1956.

20. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

21. According to the information and explanations given to us, in our opinion other provisions of the order are not applicable for the year under review.

For A.K. KATARUKA & Co. Chartered Accountants (Registration No. 322977E)

Place: Kolkata Dated: 30th May, 2014. (S.K. GOYAL) Partner Membership No.:300-54927

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Mar 31, 2012

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

(2) We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on the test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing estimates made by management, as well as evaluating the overall financial statement presentation. We believer 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 if 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) 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, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with in this report are in compliance with the Accounting Standards referred to in sub section (3C) of section 211 of the Company's Act, 1956;

(e) On the basis of written representations received from the Directors as on March 31st 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31st 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Company's Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2012.

(ii) in the case of the Statement of Profit & 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 for the year ended on that date.

ANNEXURE TO THE AUDITORS, REPORT

Referred to in paragraph three of our report of even date on the accounts for the year ended, 31 st March 2012 of M/S Metropoli Overseas Ltd.

1) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2) In respect of its inventories:

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

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

(c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3) The Company has not granted any loan during the year from companies' firms or other parties covered in the Register maintained under Section 301of the Companies Act, 1956. Consequently, the requirements of clauses (iii)(a) to (iii)(d) paragraph 4 of the Order are not applicable.

4) The Company has taken interest free loans amounting to yearend balance of Rs.875 lacs during the year from ten Body Corporates covered in the Register maintained under Section 301 of the Companies Act, 1956. Rs.688 lacs are secured out of Rs.875 lacs and Rs.187 lacs are unsecured. The company is regular in repayment of principal where ever it was required.

5) 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 for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our altdit, we have not observed any continuing failure to correct major weaknesses in internal control system.

6) In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need 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 transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

7) According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

9) In our opinion and according to the information and explanations given to us, maintenance of Cost Record has not been prescribed by the Central Govt under clause (d) of the Section 1 of section 209 of the act.

10) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees, State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess, and other statutory dues have been generally deposited regularly with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31st 2012 for a period of more than six months from the date of becoming payable.

(b) The statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Sl Name the Statute Nature of Dures Amount in Period to which Forum where No Lacs the amount relates dispute is pending relates

1 Customs Custom Duty 98.14* 2008-09 BIFR

2 Vat CST&VAT 129.07 1998-99 to 2004-05 Tribunal

3 KSFC Term Loan 228.00 BIFR

* The figure is exclusive of interest.

11) The Company,s accumulated loss exceeds 50% of its net worth and has not incurred any cash loss in the financial year 2011 -12 but had incurred cash loss in the financial year 2010-11.

12) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

13) In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore,

the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

15) In our opinion and according to the explanations given to us and based on the information available, the Company is not dealing or trading in shares, securities, debentures and other investments and as such provisions of clause (xiv) of paragraph 4 of the Order are not applicable to the Company

16) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or Financial Institutions.

17) According to information and explanations given, loan from KSFC is overdue and no fresh term loan from Bank & Financial Institution were taken during the year.

18) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of he opinion that there are no funds raised on short-term basis that have been used for long term investment and vice versa.

19) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

20) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

21) According to the information and explanations given to us, in our opinion other provisions of the order are not applicable for the year under review.

Dated: The 30th day of May 2012 For A. K. Kataruka & Co.

Chartered Accountants

41, B. B. Ganguly Street

Registration No.322977E

Kolkata700 012

(S.K.GOYAL)

Partner

Membership No. 300-54927

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Mar 31, 2011

We have audited the attached Balance Sheet of METROPOLI OVERSEAS LIMITED as at 31st March'2011 and also the Profit & Loss Accounts 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

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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.

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.

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

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

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

(iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the accounting standards referred to in section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of written representations received from the directors, as on 31st March'2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March'2011 from being appointed as a director in terms of clause (g ) of sub - section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 Balance sheet, of the State of Affairs of the company as at 31st March'2011; and

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

ANNAXURE TO THE AUDITORS" REPORT ON THE ACCOUNT OF METROPOLI OVERSEAS LIMITED AS PER COMPANIES (AUDITORS REPORT) ORDER, 2003

1. The Company has maintained proper records showing full particulars quantitative details and situation of fixed assets. We are informed that fixed assets have been physically verified by the management at reasonable intervals and as explained to us no material discrepancies have been noticed on such verification.

2. None of the fixed assets have been revalued during the year.

3. As explained to us the Inventories have been physically verified by the management at reasonable intervals during the year.

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

5. According to the records produced to us for our verification, there were no material discrepancies noticed on physical verification of stocks as compared to book records and the same have been properly dealt with in books of account.

6. In our opinion, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in previous year.

7. The company has taken interest free unsecured loans from parties and the same has been entered into register maintained under section 301 of the Companies Act, 1956.

8. The company has not granted any loan to Companies, firms or other parties required to be listed in the register maintained under section 301 of the Companies Act, 1956 and as such clauses (iii)(a) to (iii)(d) are not applicable.

9. In our opinion, the Company has adequate internal control procedure commensurate with the size of the Company and the nature of its business.

10. (a) According to information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to information and explanations given to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500000/- during the year have been made at price which are reasonable having regard to prevailing market prices at the relevant time

11. According to information and explanations given to us the company has regular procedure for determination of unserviceable or damaged stores, raw materials and finished goods. As explained to us there were no damage stores raw materials and finished goods as on 31st March, 2011.

12. The company has not accepted any deposit from the public covered under the provisions of sec. 58A and rules made there under.

13. In our opinion reasonable records have been maintained for sale and disposal of realizable by products and scrap.

14. In our opinion the company has an internal audit system commensurate with the size and nature of its business.

15. The company has generally been regular in the year in depositing of Provident Fund & ESI dues with appropriate authorities

16. According to the records of the Company except as mentioned in note no. 5 & 6 to the Notes on Accounts there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise duty, which have remained outstanding as at 31st March, 2011 for a period exceeding six months from the date they became payable.

17. The Company's accumulated loss exceeds 50% of its net worth and it has incurred cash loss in the financial year 2009-11 also. Please also refer note no. 4 in Notes on Accounts Annexed to Balance Sheet.

18. The Company has defaulted in repayment of dues to Banks/ Institutions during the year under review as per the rehabilitation scheme sanctioned by Hon'ble BIFR. However company has reached OTS with its Secured Creditors namely IDBI / SASF & Bank of Baroda and has received final account closure letter at the time of report.

19. According to information furnished the company has not given any guarantee for loan taken by others from Bank or Financial Institutions.

20. According to information furnished, loans from Bank and Financial Institutions are overdue and no fresh term loans were obtained during the current financial year.

21. Fund raised on short term basis and utilized for long term investment and vice versa - NIL.

22. According to information and explanation furnished no fraud on or by the company has been noticed or reported during year

23. According to the information and explanations given to us, in our opinion other provisions of the order are not applicable for the year under review.

Address : 1, Netaji Subhas Road For, H. K. Saha & Co

Kolkata - 700 001 Chartered Accountants

Place : Kolkata (Swapan Kumar Saha)

Date : 22nd August, 2011 Proprietor