Sen Pet (India) Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

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 whetherthe financial statements arefree 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 auditorconsiders internal control relevant to theCompany''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 wellas evaluating the overallpresentationof 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and Loss 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.

Report on Other Legal and Regulatory Requirements

1. 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.

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

a) We have obtained all the informationandexplanations 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 ofProfit 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 Cash Flow Statement comply with accounting standared notified under the Act read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section133 of the Company Act, 2013.

(i) Non revaluation of Foreign Currency Liability as per Accounting Standard 11,Accounting for the effect in changes of Foreign Currency Rates,

(ii) Determination of Employee Benefits on accrual basis as per Accounting Standard 15, Employee Benefits and consequential disclosure thereof in the Notes of Accounts

e) On the basis of written representations received from the Directors as on March 31, 2014 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub - section (1) of Section 274 of the Companies Act, 1956;

Further to our comments in para. d supra we draw reference to

(a) Point No. 5 of Note no. 22, regarding interest, further interest on interest and liquidated damages on Term Loans/ Working Capital Loans advanced by various Banks and Financial Institutions for the current year, the quantum of which is unascertainable. (b) Subject to point no.3, 4, 6, 14, 16 and 17 of Note no.22, we reserve our comments on the going concern assumption adopted by the company.

ANNEXURE - 1

Annexure to 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 basis of the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, in our opinion we further report that:

1. In respect of its Fixed Assets:

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets of the Company have been physically verified at reasonable intervals during the year, 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) The company has not disposed of a substantial part of the fixed assets during the year so as to affect its going concern status.

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 such verification is reasonable.

b) In our opinion, the procedure of physical verification of inventories as followed by the management is 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.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) 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 clause (iii)b ,(iii)c and (iii)d of paragraph 4 of the Order are not applicable.

b) The Company has not taken any loan during the years from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Consequently, the requirements of clause (iii)f and (iii)g of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixedassets and for the sale ofgoods are in vogue. Further, on the basis of our examination and according to the information and explanations made available to us, we have neither come across nor have been informed of the continuing failure to correct major weaknesses in the aforesaid internal control system.

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

a) In our opinion, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register, required to be maintained under that section.

b) In our opinion, the transactions made in pursuance to such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public pursuant to the provisions envisaged under the Companies (Acceptance of Deposits) Rules, 1975, consequently, compliance under the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 does not arise. Therefore, the provision of clause (vi) of paragraph 4 of the order are not applicable to the Company

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

8. The Central Government has not prescribed maintenance of cost recordsby the Company under section 209(1)(d) of the Companies Act, 1956 for any of its services.

9. The company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Central Sales Tax, West Bengal Value Added Tax, Wealth Tax, Customs Duty and other material statutory dues with the appropriate authorities during the period under review, except ~ 9.64 lacs is outstanding against Excise Duty, Custom Duty including its Education Cess and ¦ 10.21 lacs against Sales Tax. Apart from that no undisputed amount payable in respect of the aforesaid statutory liability were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable. The matter relating to exemption on payment of E.S.I. is pending with the Hon''ble High Court at Kolkata. (Vide point no. 6 of Note no. 22). Estimated liability as decided by the management is amounting to ~ 38.02 lacs (approximately).

10. According to the information and explanations given to us, details of disputed statutory dues have not been deposited as on 31st March, 2014 on account of disputed matters pending before appropriate authorities are as under:

Name of the Nature of Due Amount Period for Statute ( in Lacs) Which the matter relates

The Central Excise Excise Duty 2734.79 1996 to 2005 Act, 1944



Name of the Statute Forum where the dispute is pending

The Central Excise Act, 1944 With Commissioner of Customs and CESTAT



Name of the Nature of Due Amount Period for Statute ( in Lacs) Which the matter relates

The West Bengal Sales Tax 839.01 2001-2003 Sales Tax Act, 1944 and Central Sales Tax Act, 1956

The West Bengal Sales Tax 620.00 2002-2003 Sales Tax Act, 1994 and Central Sales Tax Act, 1956

The West Bengal Sales Tax 939.61 2003-04 Sales Tax Act, 1994 and Central Sales Tax Act, 1956

The West Bengal Sales Tax 18.63 2004-05 Sales Tax Act, 1994 and Central Sales Tax Act, 1956

VAT Act, 2003 & Sales Tax 58.80 2005-06 &CSTAct,1956

VAT Act, 2003 & Sales Tax 65.76 2009-10 &CSTAct,1956

VAT Act, 2003 & Sales Tax 7.47 2010-2011 CST Act, 1956



Name of the Statute Forum where the dispute is pending

The West Bengal Sales Tax Act, Application to be filed, High Court, 1994 and Central Sales Tax Act Calcutta 1956

The West Bengal Sales Tax Act, Asst. Commissioner, Commercial Taxes, 1994 and Central Sales Tax Act South Circle Kolkata. 1956

The West Bengal Sales Tax Act, Asst. Commissioner, Commercial Taxes, 1994 and Central Sales Tax Act South Circle Kolkata. 1956

The West Bengal Sales Tax Act, West Bengal Commercial Taxes Appellate & 1994 and Central Sales Tax Act Revisional Board. 1956

VAT Act, 2003 & & CST Act,1956 West Bengal Commercial Taxes Appellate& Revisional Board.

VAT Act, 2003 & & CST Act,1956 Asst. Commissioner, Commercial Taxes, South Circle Kolkata.

VAT Act, 2003 & & CST Act,1956 Joint Commissioner, Commercial Taxes, South Circle Kolkata.



The company has incurred cash losses in the currentfinancial year amounting to ~ 146 Lacs (cash loss of ~ 107.92 lacs in the FY 2012- 13). The company had been referred to BIFR in the year 2000 as its net worth had been eroded.

11. The company has made defaults in the repayment of dues to the financial institutions and banks during the year under review, the amount and period of default is not ascertainable at this stage.

12. Thecompany has not granted any loansand advances on thebasis of security by way of pledge of shares, debentures and other securities consequently the requirements of this provision are not applicable to the company.

13. The company is not a chit fund company and as such the requirements of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14. The company does not deal in the trading of shares, securities, debentures and other investments, consequently the requirements of clause (xiv) of paragraph 4 of the order are not applicable to the Company.

15. The company has not given any guarantees for loans taken by others from bank or financial institutions, consequently the requirements of clause (xv) of paragraph 4 of the order are not applicable to the Company.

16. The company has not availed of any term loans during the year under reference; consequently, utilization thereoffor the purposes for which the loans were primarily obtained is not applicable to the company.

17. The company has not raised any long term or short term funds during the year under review consequently the requirement for utilization thereof for the purposes specified for such funds does not arise.

18. The company has not made any preferential allotment of shares to parties and companies coveredin the Register maintained under section 301 of the Companies Act, 1956.

19. Thecompany hasnotissued any debenturesduring the year under review; consequently the clause (xix) of paragraph 4 of the order is not applicable to the Company.

20. Thecompanyhasnotmadeany public issuesduring theyear under review, consequently the provisions of the clause (xx)of paragraph 4 of the order is not applicable to the company.

21. According to the information and explanations made available to us, based on the audit procedures performed and as certified by the management it appears that no material frauds on or by the company have been noticed or reported during the year under review.

For Basu Das & Basu (Firm Registration No.311038E) Chartered Accountants

Amal Kumar Das Place:Kolkata Partner Date:May 28, 2014 Membership No.050109

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SEN PET (INDIA) LIMITED (" the Company ") which comprise the Balance Sheet as at March 31,2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and summary of significant accounting policies and other explanatory information. Managemant''s ResponslblWty for the Financial Statements '' Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: ‘

(a) • in the case of the Balance Sheet, of the state of affairs of the Company as at March 3i, 2013;

(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.

Report on Other Legal and Ragutatory Requirements

1. 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 oh the matters specified in paragraphs 4 and 5 of the said 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 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 Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, subject to

(i) Non revaluation of Foreign Currency Liability as per Accounting Standard ll,Accounting for the effect in changes of Foreign Currency Rates,

(ii) Determination of Employee Benefits on accrual basis as per Accounting Standard 15, Employee Benefits and consequential disclosure thereof in the Notes of Accounts

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

Further to our comments in para, d supra we draw reference to

(a) Point No. 5 of Note no. 22, regarding interest, further interest on interest and liquidated damages on Term Loans/ Working Capital Loans advanced by various Banks and Financial Institutions for the current year, the quantum of which is unascertainable.

(b) Subject to point no.3,4,6,14,16 and 17 of Note no.22, we reserve our comments on the going concern assumption adopted by the company.

On the basis of the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, in our opinion we further report that:

1. In respect of its Fixed Assets:

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets of the Company have been physically verified at reasonable intervals during the year, 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) The company has not disposed of a substantial part of the fixed assets during the year so as to affect its going concern status.

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 such verification is reasonable.

b) In our opinion, the procedure of physical verification of inventories as followed by the management is 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.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Art, 1956:

a) The Company has paid off an interest free loan to one party during the year and that was Rs. 32.48/- Lacs. In our opinion the rate of interest and other terms and conditions of the loans taken by the Company, are not prima facie prejudicial to the interest of the Company.

b) 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.

4. In our opinion and according to the information and explanations given to us, adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods are in vogue. Further, on the basis of our examination and according to the information and explanations made available to us, we have neither come across nor have been informed of the continuing failure to correct major weaknesses in the aforesaid internal control system.

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

a) In our opinion, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register, required to be maintained under that section.

b) In our opinion, the transactions made in pursuance to such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public pursuant to the provisions envisaged under the Companies (Acceptance of Deposits) Rules, 1975, consequently, compliance under the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 does not arise. Therefore, the provision of clause (vi) of paragraph 4 of the order are not applicable to the Company.

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

8. The Central Government has not prescribed maintenance of cost records by the Company under section 209(l)(d) of the Companies Act, 1956 for any of its services.

9. The company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Central Sales Tax, West Bengal Value Added Tax, Wealth Tax, Customs Duty and other material statutory dues with the appropriate authorities during the period under review, and no undisputed amount payable in respect of the aforesaid statutory liability were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable. The matter relating to exemption on payment of E.S.I. is pending with the Hon''ble High Court at Kolkata. (Vide point no. 6 of Note no. 22). Estimated liability as decided by the management is amounting to Rs. 38.02 lacs (approximately).

10. According to the information and explanations given to us, details of disputed statutory dues have not been deposited as on 31st March, 2013 on account of disputed matters pending before appropriate authorities are as under:

The company has incurred cash losses in the current financial year amounting to Rs. 107.92 Lacs (cash loss of Rs. 105.59 lacs in the FY 2011-12). The company had been referred to BIFR in the year 2000 as its net worth had been eroded.

11. The company has made defaults in the repayment of dues to the financial institutions and banks during the year under review, the amount and period of default is not ascertainable at this stage.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities consequently the requirements of this provision are not applicable to the company.

13. The company is not a chit fund company and as such th> requirements of clause (xiii) of paragraph 4 of the order are no applicable to the Company.

14. The company does not deal in the trading of shares, securities debentures and other investments, consequently th< requirements of clause (xiv) of paragraph 4 of the order are no applicable to the Company.

15. The company has not given any guarantees for loans taken b> others from bank or financial institutions, consequently thi requirements of clause (xv) of paragraph 4 of the order are no applicable to the Company.

16. The company has not availed of any term loans during the yea under reference; consequently, utilization thereof forthe purpose: for which the loans were primarily obtained is not applicable tc the company.

17. The company has not raised any long term or short term fund: during the year under review consequently the requirement foi utilization thereof for the purposes specified for such funds doe; not arise.

18. The company has not made any preferential allotment of share* to parties and companies covered in the Register maintained undei section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the year undei review; consequently the clause (xix) of paragraph 4 of the ordei is not applicable to the Company.

20. The company has not made any public issues during the year under review, consequently the provisions of the clause (xx) of paragraph 4 of the order is not applicable to the company.

21. According to the information and explanations made available to us, based on the audit procedures performed and as certified by the management it appears that no material frauds on or by the company have been noticed or reported during the year under review.

For Basu Das & Basu

(Firm Registration NO.311038E)

Chartered Accountants

Amal Kumar Das

Place: Kolkata Partner

Date: May 28,2013 Membership No.050109

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Mar 31, 2012

1. We have audited the attached Balance Sheet of SEN PET (INDIA) LIMITED as at March 31, 2012, 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 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) 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 and Loss and 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 Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, subject to :

(i) Non revaluation of Foreign Currency Liability as per Accounting Standard 11, Accounting for the effect in changes of Foreign Currency Rates,

(ii) Determination of Employee Benefits on accrual basis as per Accounting Standard 15, Employee Benefits and consequential disclosure thereof in the Notes of Accounts

(e) On the basis of written representations 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 in terms of clause (g) of sub - section (1) of Section 274 of the Companies Act, 1956;

5. Further to our comments in para. d supra we draw reference to

(a) Point No. 5 of Note no. 22, regarding interest, further interest on interest and liquidated damages on Term Loans/ Working Capital Loans advanced by various Banks and Financial Institutions for the current year, the quantum of which is unascertainable.

(b) Subject to point no.3, 4, 6, 14, 16 and 17 of Note no.22, we reserve our comments on the going concern assumption adopted by the company.

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 March 31, 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 for the year ended on that date.

Annexure - 1

Annexure to Auditors' Report referred to in Paragraph 3 of our report of even date

On the basis of the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, in our opinion we further report that :

1. In respect of its Fixed Assets :

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets of the Company have been physically verified at reasonable intervals during the year, 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) The company has not disposed of a substantial part of the fixed assets during the year so as to affect its going concern status.

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 such verification is reasonable.

b) In our opinion, the procedure of physical verification of inventories as followed by the management is 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.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company had taken interest free loans in the nature of advances from one party during the year and that was Rs. 25.93/-Lacs. In our opinion the rate of interest and other terms and conditions of the loans taken by the Company, are not prima facie prejudicial to the interest of the Company.

b) 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.

4. In our opinion and according to the information and explanations given to us, adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods are in vogue. Further, on the basis of our examination and according to the information and explanations made available to us, we have neither come across nor have been informed of the continuing failure to correct major weaknesses in the aforesaid internal control system.

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

a) In our opinion, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register, required to be maintained under that section.

b) In our opinion, the transactions made in pursuance to such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public pursuant to the provisions envisaged under the Companies (Acceptance of Deposits) Rules, 1975, consequently, compliance under the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 does not arise. Therefore, the provision of clause (vi) of paragraph 4 of the order are not applicable to the Company

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

8. The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Companies Act, 1956 for any of its services.

9. The company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Central Sales Tax, West Bengal Value Added Tax, Wealth Tax, Customs Duty and other material statutory dues with the appropriate authorities during the period under review, and no undisputed amount payable in respect of the aforesaid statutory liability were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable. The matter relating to exemption on payment of E.S.I. is pending with the Hon'ble High Court at Kolkata. (Vide point no. 6 of Note no. 22). Estimated liability as decided by the management is amounting to Rs. 38.02 lacs (approximately).

10. According to the information and explanations given to us, details of disputed statutory dues have not been deposited as on 31st March, 2012 on account of disputed matters pending before appropriate authorities are as under :

Name of the Nature of Due Amount Period for Forum where Statute (Rs. Lacs) Which the the dispute matter is pending relates

The Central Excise Duty 2734.79 1996 to 2005 With Act, 1944 Commissioner Excise of Customs and CESTAT

The West Sales Tax 839.01 2001-2003 With Supreme Bengal Sales Court of Tax Act, 1994 India. and Central Sales Tax Act, 1956

The West Sales Tax 620.00 2002-2003 Asst. Bengal Sales Commissioner, Tax Act, 1994 Commercial and Central Taxes, South Sales Tax Circle Act, 1956 Kolkata.

Name of the Nature of Due Amount Period for Forum where Statute (Rs. Lacs) Which the the dispute matter is pending relates

The West Sales Tax 939.61 2003-2004 Asst. Bengal Sales Commissioner, Tax Act, 1994 Commercial and Central Taxes, South Sales Tax Circle Act, 1956a.



The West Sales Tax 18.63 2004-2005 West Bengal Bengal Sales Commercial Tax Act, 1994 Taxes and Central Appellate Sales Tax & Revisional Act, 1956 Board.

VAT Act, Sales Tax 58.80 2005-2006 West Bengal 2003 & CST Commercial Act,1956 Taxes Appellate & Revisional Board.

The company has incurred cash losses in the current financial year amounting to Rs.105.59 Lacs (cash loss of Rs. 405.83 lacs in the FY 2010-11). The company had been referred to BIFR in the year 2000 as its net worth had been eroded.

11. The company has made defaults in the repayment of dues to the financial institutions and banks during the year under review, the amount and period of default is not ascertainable at this stage.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities consequently the requirements of this provision are not applicable to the company.

13. The company is not a chit fund company and as such the requirements of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14. The company does not deal in the trading of shares, securities, debentures and other investments, consequently the requirements of clause (xiv) of paragraph 4 of the order are not applicable to the Company.

15. The company has not given any guarantees for loans taken by others from bank or financial institutions, consequently the requirements of clause (xv) of paragraph 4 of the order are not applicable to the Company.

16. The company has not availed of any term loans during the year under reference; consequently, utilization thereof for the purposes for which the loans were primarily obtained is not applicable to the company.

17. The company has not raised any long term or short term funds during the year under review consequently the requirement for utilization thereof for the purposes specified for such funds does not arise.

18. 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.

19. The company has not issued any debentures during the year under review; consequently the clause (xix) of paragraph 4 of the order is not applicable to the Company.

20. The company has not made any public issues during the year under review, consequently the provisions of the clause (xx) of paragraph 4 of the order is not applicable to the company.

21. According to the information and explanations made available to us, based on the audit procedures performed and as certified by the management it appears that no material frauds on or by the company have been noticed or reported during the year under review.





For Basu Das & Basu Chartered Accountants (Firm Registration No.311038E)

Amal Kumar Das Partner Membership No.050109

Place : Kolkata Date : August 10, 2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. SEN PET (INDIA) LIMITED formerly known as Elque Polyesters Limited as at 31st March 2010, Profit & Loss Account and the Cash Flow Statement of the Company for the period ended on the date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatements, 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys 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 qualified audit opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board as amended by Companies (Auditors Report) (Amendment) order,2004 in terms of Section 227(4A) of the Companies Act, 1956, we enclose herewith in the Annexure, our report on the matters specified in paragraph 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 purpose of our audit.

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

(c) The Balance Sheet, Profit & Loss Account referred to in this report are in agreement with the books of accounts as submitted to us.

(d) In our opinion the Balance Sheet, Profit & Loss Account and the Cash Flow Statement, dealt with by this report comply in all material respects, with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, subject to

(i) Non revaluation of Foreign Currency Liability as per Accounting Standard 11, Accounting for the effect in changes of Foreign Currency Rates,

(ii) Determination of Employee Benefits on accrual basis as per Accounting Standard 15, Employee Benefits and consequential disclosure thereof in the Notes of Accounts

(e) Pursuant to written representation forwarded to us and taken on record by the Board of Directors of the company, none of the Directors are disqualified under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 from being appointed as Director in the company.

5. Further to our comments in para, d supra we draw reference to

(a) Note No.5 of Schedule 19, regarding interest, further interest on interest and liquidated damages on Term Loans/ Working Capital Loans advanced by various Banks and Financial Institutions for the current year, the quantum of which is unascertainable.

(b) Subject to Note No.3, 4, 6, 20 and 21 of schedule 19, we reserve our comments on the going concern assumption adopted by the company.

In our opinion and to the best of our information and according to the explanations made available to us, the said statement of accounts, read with the notes thereon, gives the information in the manner required by the Companies Act, 1956 and shows 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, 2010,

(ii) in the case of the Profit & Loss Account of the loss of the company for the period ended on that date, and

(iii) in the case of the cash flow statement, of the cash flows of the Company for the period ended on that date.

Annexure -1 Annexure to Auditors Report referred to in Paragraph 1 of our report of even date

On the basis of the information and explanations furnished to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, in our opinion we further report that

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

2. The fixed assets of the Company have been physically verified at reasonable intervals during the year. No material discrepancies between book records and physical inventory have been noticed during the course of such verification.

3. The company has not disposed of a substantial part of the fixed assets of the company during the period under review.

4. The inventories of the company have been physically verified by the management at regular intervals during the financial year. In our opinion, the frequency of such verification is reasonable.

5. In our opinion, the procedure of physical verification of inventories as followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

6. The company has maintained proper records of inventories. As explained to us discrepancies, noticed as such, is not material in relation to the operations of the company.

7. The Company had not granted/taken any loans or advances in the nature of loans secured or unsecured to/from Companies, Firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the question of rates of interest, other terms and conditions being prima facie prejudicial to the interest of the company, repayment of interest and principal and overdue amounts in the books of the company does not arise.

8. In our opinion and according to the information and explanations given to us, adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods are in vogue. Further, on the basis of our examination and according to the information and explanations made available to us, we have neither come across nor have been informed of the continuing failure to correct major weaknesses in the aforesaid internal control system.

9. In our opinion, particulars of contracts or arrangements referred in Section 301 of the Act have been entered in the register required to be maintained under that section.

10. In our opinion, the transactions made in pursuance to such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

11. The Company has not accepted any deposits from the public pursuant to the provisions envisaged under the Companies (Acceptance of Deposits) Rules, 1975, consequently, compliance under the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 does not arise.

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

13. The Central Government has not prescribed maintenance of cost records by the Company under section 209(1 )(d) of the Companies Act, 1956 for any of its services.

14. The company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Central Sales Tax, West Bengal Value Added Tax. Wealth Tax, Customs Duty and other material statutory dues with the appropriate authorities during the period under review, and no undisputed amount payable in respect of the aforesaid statutory liability were outstanding as at 31s1 March, 2010 for a period of more than six months from the date they became payable. The matter relating to exemption on payment of E.S.I, is pending with the Honble High Court at Kolkata. (Vide note no. 6 of Schedule 15).Estimate Liability as decided by the management amount to Rs.37.50lacs (approximately).

15. According to the information and explanations given to us, details of disputed Sales Tax, Income Tax, Customs Duty, Cess which have not been deposited as on 31st March, 2010 on account of any dispute are given herein under:

Name of the Nature of Due Amount Period for Forum where Statute (Rs.Lacs) Which the the dispute matter relates is pending

The Central Excise Duty 2734.79 1996 to 2005 With Excise Act, 1944 Commissioner of Customs and CESTAT

The West Bengal Sales Tax 839.01 2001-2003 With Supreme Sales Tax Act, Court of India. 1994 and Central Sales Tax Act, 1956

The West Bengal Sales Tax 620.00 2002-2003 Asst. Sales Tax Act, Commissioner, 1994 and Central Commercial Sales Tax Act, Taxes, South 1956 Circle Kolkata.

The West Bengal Sales Tax 939.61 2003-04 Asst. Sales Tax Act, Commissioner, 1994 and Central Commercial Sales Tax Taxes, South Act, 1956 Circle Kolkata.

The West Bengal Sales Tax 18.63 2004-05 Asst. Sales Tax Act, Commissioner, 1994 and Central Commercial Sales Tax Taxes, South Act, 1956 Circle Kolkata.

16. The company has incurred cash losses in the current financial year amounting to Rs.356.66lacs (cash loss of Rs.70.03lacs in the FY 2008-09). The company had been referred to BIFR in the year 2000 as its net worth had been eroded.

17. The company has made defaults in the repayment of dues to the financial institutions and banks during the year under review.

18. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities consequently the requirements of this provision are not applicable to the company.

19. The company is not a chit fund company and as such the requirements of this clause are not applicable to it.

20. The company is not a nidhi/mutual benefit fund/societies, consequently the requirements of this clause is not applicable to this company.

21. The company does not deal in the trading of shares, securities, debentures and other investments, consequently the requirements of this clause is not applicable to the company.

22. The company has not given any guarantees for loans taken by others from bank or financial institutions, consequently the provisions of this clause is not applicable to the company.

23. The company had not availed of any term loans during the year under reference, consequently, utilization thereof for the purposes for which the loans were primarily obtained is not applicable to the company.

24. The company has not raised any long term or short term funds during the year under review consequently the requirement for utilization thereof for the purposes specified for such funds does not arise.

25. 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.

26. The company has not issued any debentures during the year under review, consequently the clause is not applicable to the company.

27. The company has not made any public issues during the year under review, consequently the provisions of this clause is not applicable to the company.

28. According to the information and explanations made available to us, based on the audit procedures performed and as certified by the management it appears that no material frauds on or by the company have been noticed or reported during the year under review.

For MOOKHERJEE P. K. & CO. Chartered Accountants

P. K. Mookherjee

Proprietor Place : Kolkata Membership No. 5345

Date : 9th August, 2010 FRN: 325604E