1. We have audited the attached Balance Sheet of APCOTEX INDUSTRIES
LIMITED as at 31st March 2012, and also the Profit and Loss Account and
the Cash Flow statement of the Company 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 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 of
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 to the extent applicable.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we state 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
(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
(c) The Balance Sheet, the Profit and Loss Account and the Cash flow
Statement referred to in this report are in agreement with the books of
(d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow statement dealt with by this report comply with the
Accounting Standards referred to in Section 211(3C) of Companies Act,
(e) On the basis of the written representations received from the
directors, and taken on record by the Board of Directors, we report
that none of the directors is disqualified as on 31st March 2012 from
being appointed as a director in terms of clause (g) of sub- section
(1) of section 274 of the Companies Act, 1956.
(f) In our opinion and as per the information and according to the
explanations given to us, the said Accounts, read together with the
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 on 31st March 2012.
(ii) In the case of the Profit and Loss Account, of the profit of the
Company 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 REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS'' REPORT TO THE
MEMBERS OF APCOTEX INDUSTRIES LIMITED FOR THE YEAR ENDED 31st MARCH
1) (a) The Company has maintained proper records
showing full particulars including quantitative details and situation
of the Fixed Assets.
(b) There is a regular program of physical verification, which in our
opinion is reasonable, having regard to the size of the Company and the
nature of fixed assets. No material discrepancies were notice by the
management on such physical verification.
(c) The Company has not disposed of substantial part of fixed assets
during the year.
2) (a) Inventories have been physically verified by the management
during the year. In our opinion, the frequency of verification is
(b) 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.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
book records were not material and have been properly dealt with in the
books of account.
3) (a) The Company has not granted any loans during the year to any
parties covered in the register maintained under section 301 of the
Companies Act, 1956. In view of clause 4(iii)(a) of the Companies
(Auditor''s Report) order, 2003, clause 4(iii)(b, c and d) are not
applicable to the Company.
(b) The Company has not accepted any loans during the year from the
parties covered in the register maintained under section 301 of the
Companies Act, 1956.
In view of clause 4 (iii)(e) of the Companies (Auditor''s Report)
Order, 2003, clauses 4 (iii) (f & g) are not applicable to the Company.
4) 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 with regard
to the purchase of inventory and fixed assets and with regard to sale
of goods and services. We have not observed any major weakness in the
internal control system during the course of our audit.
5) (a) According to the information and explaination given to us, the
transactions made in pursuance of contracts or agreement that need to
be enterend in to the registered maintained under section 301 of
Companies Act 1956 have been so entered.
(b) In our opinion, and according to the information and explanations
given to us, the transactions of purchase of goods, materials or
services and sale of goods, materials or services, made in pursuance of
contracts or arrangements referred to in (a) above and exceeding the
value of Rs 5 lakhs with any party during the year have been made at
prices which are reasonable having regard to the prevailing market
price at the relevant time.
6) According to the information and explanations given to us, the
company has not accepted any deposit from the public, therefore the
provisons of clause 4(vi) of the Companies (Auditors Report) order,
2003 are not applicable to the company.
7) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8) As informed to us, the Company maintains the cost records pusruant
to the Companies (Cost Accounting Records) Rules, 2011 prescribed by
the Central Government under Section 209(1)(d) of the Companies Act,
1956. We have, however, not checked those records or the Statements
prepared as per requirements.
9) (a) According to the information and explanations given to us and
the records of the company examined by us, in our opinion, the company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection fund,
employees'' state insurance, income tax, sales tax, wealth tax,
customs duty, cess and other material statutory dues as applicable with
(b) According to the information and explanations given to us, there
are no undisputed dues payable in respect of income tax, wealth tax,
sales tax, VAT, service tax, custome duty excise duty and cess were
outstanding as at 31st March 2012 for the period of more than 6 months
from the date they became payable.
(c) Following disputed demand aggregating to Rs 315.69 lacs have not
been deposited since the matter are pending with the relevant concerned
Name of the Nature of Amount Period to Forum where
Statute Dues (Rs n which the dispute is
Act Income Tax 3.75 2002-03 CIT(A)
Act Tax, 36.53 2005-06 ITAT
Act Tax, 3.77 2006-07 ITAT
Act Tax, 108.33 2007-08 CIT(A)
Customs Act Custom 140.98 August SUPREME COURT
Duty 2000 to
& Penalty July 2004
Excise Act Excise Duty 22.33 2002-03 JOINT
& Penalty COMMISSIONER
10) The Company has no accumulated losses as at 31st March 2012 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
11) The Company has not defaulted during the year in repayment of dues
to any financial institutions, banks or debenture holders.
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.
13) As the Company is not a chit fund, nidhi, mutual benefit fund or
society, the provisions of clause 4(xiii) of the Companies (Auditor''s
Report) Order, 2003 is not applicable to the Company.
14) The company has maintained proper records of the transactions and
contracts in respect of dealing or trading in shares, securities and
other investments and timely entries have been made therein. All the
shares, securites and other investments have been held by the company
in its own name.
15) The Company has not given any guarantees for loans taken by others
from Banks or Financial institutions during the year.
16) The Company has taken term loans in foreign currency during the
year. These have been applied for the purpose for which they were
17) According to the information and explanations given to us, the
Company has not applied short-term borrowings for long-term investment.
18) The Company has not made any preferential allotment of shares
during the year.
19) The Company has not issued any debentures during the year.
20) The Company has not raised any money by way of public issue during
21) As per the information and explanation given to us, no fraud on or
by the Company has been noticed or reported during the course of our
For Shah & Co.
Firm registration no. 109430W
P N SHAH
Membership No. 001738
Mumbai : 10th May,2012