Eveready Industries India

1.  We have audited the attached balance sheet of Eveready Industries
 India Limited as at 31st March, 2009, the profit and loss account for
 the year ended on that date and the cash flow statement for the year
 ended on that date, both 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.  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 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 the 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 (Auditors Report) Order, 2003 (CARO),
 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, to the extent applicable.
 
 4.  Attention is invited to:
 
 Note 4 of Schedule 18 forming part of the financial statements
 regarding amortization of brand over a period of 40 years on the basis
 of an expert opinion.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 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, profit and loss account and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) in our opinion, the balance sheet, profit and loss account 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;
 
 (v) 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 continuity 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 31 st March 2009;
 
 (b) in the case of the profit and loss account, of the profit for the
 year ended on that date;
 
 (c) in the case of the cash flow statement, of the cash flows for the
 year ended on that date.
 
 6. On the basis of written representations received from the directors
 as on 31st March, 2009 and taken on record by the Board of Directors,
 none of the directors is disqualified as on 31st March, 2009 from being
 appointed as a director in terms of clause (g) of sub section (1) of
 section 274 of the Companies Act, 1956.
 
 Aonexyre to the Auditors Report
 
 (Referred to in paragraph 3 of our report of even date)
 
 The nature of Companys business/activities during the year was such
 that paragraphs 4(xii), (xiii), (xiv), (xviii) and (xix) of CARO are
 not applicable.
 
 (i) In respect of its fixed assets:
 
 (a) The company has generally maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, some of the fixed assets were physically
 verified during the year by the management in accordance with
 
 a programme of verification which, in our opinion, provides for
 physical verification of all the fixed assets at reasonable intervals.
 According to the information and explanations given to us, no material
 discrepancies were noticed on such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial portion of the fixed assets of the company
 and such disposal has, in our opinion, not affected the going concern
 status of the company.
 
 (ii) In respect of its inventories:
 
 (a) As explained to us, inventories were physically verified during the
 year by the management at reasonable intervals.
 
 (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.  In case of
 materials lying with third parties, certificates confirming stocks have
 been received in respect of a substantial portion of the stocks held.
 
 (c) In our opinion and according to the information and explanations
 given to us, the company has maintained proper records of its
 inventory. The discrepancies noticed on verification between the
 physical stocks and the book records were not material having regard to
 the size of the operations of the company.
 
 (iii) (a) The company had granted loan to one party covered in the
 register maintained under section 301 of the Companies Act, 1956. At
 the year-end, the outstanding balance of loans granted aggregated to
 Rs. 24.21 lakhs and the maximum amount involved during the year was Rs.
 26.29 lakhs.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such loans are not prima facie prejudicial to the interests of the
 company.
 
 (c) The parties have repaid the principal amounts as stipulated and
 have also been regular in the payment of interest to the company.
 
 (d) The company had not taken loans from any parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems 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 and we
 have not observed any continuing failure to correct major weaknesses in
 such internal control system.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 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 the information and explanations
 given to us, the transactions (excluding loans reported in paragraph
 (iii) above) exceeding the value of rupees five lakhs in respect of any
 party made in pursuance of contracts or
 
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 have been made at prices which are prima facie
 reasonable having regard to the prevalent market prices at the relevant
 time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has complied with the provisions of section
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits Rules, 1975) with regard
 to the deposits accepted from the public.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) We have broadly reviewed the books of account and records
 maintained by the company relating to the manufacture of dry cell
 batteries, pursuant to the order made by the Central Government for the
 maintenance of cost records under section 209(1)(d) of the Companies
 Act, 1956 and are of the opinion that prima facie the prescribed
 accounts and records have been made and maintained. We have, however,
 not made a detailed examination of the records with a view to
 determining whether they are accurate or complete. According to the
 information given to us, the Central Government has not prescribed the
 maintenance of cost records for any other product of the company.
 
 (ix) In respect of statutory dues :
 
 (a) According to the information and explanations given to us, the
 company has been generally regular in depositing undisputed statutory
 dues including provident fund, investor education and protection fund,
 employee state insurance, income tax, sales-
 
 . tax, wealth tax, service tax, custom duty, excise duty, cess and
 any other material statutory dues applicable to it with the appropriate
 authorities during the year..
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employee state insurance, income tax,
 sales-tax, wealth tax, service tax, custom duty, excise duty, and cess
 and any other material statutory dues applicable to it were in arrears
 as at 31st March, 2009 for a period of more than six months from the
 date they became payable.
 
 (c) According to the information and explanations given to us, details
 of dues of income tax, sales tax, wealth tax, service tax, custom duty,
 excise duty and cess which have not been deposited as on 31st March,
 2009 on account of any dispute are given below:
 
 Name of Statute       Nature of dues      Amount
 Rs. Lakhs
 Sales Tax Act            Sales Tax         44.41
 
                                             3.51
                                             0.35
                                             1.30
                                            36.86
                                             0.56
 
 Central Excise Act     Central Excise      96.59
                                            110.75    
                                            867.41    
                                             40.18    
                                            908.68
                                             86.34
                                            153.34    
                                            137.17    
 
 Central Excise Act       Service Tax        13.46
                                            120.68
 
 Period to which             Forum where
 the amount relates          dispute is pending
 1999-2000 to 2002-03 &      Asst. Commissioner of Sales Tax
 2005-07 
 2006-07                      Trade Tax Tribunal
 1998-99                      Additional Commissioner of Sales Tax
 1995-96                      Commissioner of Sales Tax
 2001-02 & 2003-05            Joint Commissioner of Commercial Tax (Appeals)
 2001-02                      Deputy Commissioner of Commercial Tax
 1985-86 to 1998-99 &         Commissioner of Central Excise (Appeals)
 2004-06 & 2007-08
 2007-08                      Commissioner of Central Excise
 1987-88 to 2006-07           Central Excise & Service Tax Appellate Tribunal
 1996-98 to 2002-03           Additional Commissioner of Central Excise
 1997-98 to 2002-03           High Court
 1996-97 to 1998-99 &         Asst. Commissioner of Central Excise
 2002-03 to 2008-09 
 2003-04 to 2007-08           Joint Commissioner of Central Excise
 2001-02 to 2004-05 &         Deputy Commissioner of Central Excise
 2008-09
 2006-07                      Commissioner of Central Excise &
                              Service Tax (Appeals)
 2006-07 to 2007-08           Central Excise and Service Tax
 
 Appellate Tribunal
 
 (x) The company does not have accumulated losses as at 31st March 2009
 and has not incurred cash losses during the financial year covered by
 our audit and the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 financial institutions or banks.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the company has given
 guarantees for loans taken by others from banks are not prima facie
 prejudicial to the interests of the company.
 
 (xiii) To the best of our knowledge and belief and according to the
 information and explanations given to us, in our opinion, term loans
 availed by the company were prima facie, applied by the company during
 the year for the purposes for which the loans were obtained except for
 Rs.1,778.18 lakhs which, pending application, has been credited to the
 Companys cash credit account with the banks.
 
 (xiv) According to the information and explanations given to us, and on
 an overall examination of the balance sheet of the company, in our
 
 opinion, funds raised on short term basis have not been used for long
 term investment.
 
 (xv) According to the information and explanations given to us, no
 money was raised by public issue during the year.
 
 (xvi) According to the information and explanations given to us, no
 fraud on or by the company was noticed or reported during the year.
 
 For Deloitte Haskins & Sells
 Chartered Accountants
 
 K. Rajasekhar
 Partner 
 Membership No.: 23341
 
 Kolkata, 
 27th April, 2009