Gujchem Distillers India Ltd.

We have audited the attached Balance Sheet of GUJCHEM DISTILLERS INDIA LIMITED as at 31st March, 2011, the Profit and Loss Account and the Cash Flow statement for the year ended on that date annexed thereto. these financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit. i) 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 for our opinion. ii) 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. iii) Further to our comments in the Annexure, referred to 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 accounts, 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, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of account of the Company; d) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956. e) On the basis of the 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 274 of the Companies Act, 1956. f) In our opinion and according to the explanations given to us, the said accounts read with note 2 of Schedule ''L''regarding setting up as recoverable under loans and advances an amount of Rs. 11.30 lacs being excise duty and sales-tax and other administrative fees of Rs. 4.40 Lacs: and read together with the other notes and the accounting policies appearing in schedule ''L''give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view; I. In the case of Balance Sheet of the state of the company''s affairs as at 31st March 2011 II. In the case of the Profit and Loss, of the Loss for the year ended on that date. III. In the case of Cash Flow statement, of the cash flows for the year ended on that date. ANNEXURE TO THE AUDITORS''REPORT (Referred to in paragraph (2) of our Report of even date) 1. (a) the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of Company and the nature of its assets. No material discrepancies were notice on such verification. (c) there has not been any substantial disposal of fixed assets during the year. 2. the company has not carried any inventory during the year and hence the requirements of the clauses (a), (b) and (c) of the order regarding inventory are not applicable to the company. 3. (a) the company had not taken / granted any loans, secured or unsecured from / to the companies and firms listed in the register maintained under section 301 of the Companies act, 1956. However, the company had taken interest free Fixed Deposit from director which has been repaid in full at the year end. (b) In our opinion, other terms and conditions of such interest free Fixed Deposit taken from director is not, prima facie, prejudicial to the interest of the Company. (c) the company has been regular in payment of the principal amount. (d) there is no overdue amount of more than Rupees One Lac as at 31st March, 2011. 4. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory , fixed assets and with regard to the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls. 5. (a) According to the information and explanations given to us, we are of the opinion that the transaction that need to be entered into the register 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, there are no transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act,1956 and exceeding the value of rupees five lakhs in respect of any party during the year. 6. In our opinion and according to the information and explanation given to us the Company has generally complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rule, 1975, except for delays in filing of return of deposits, with regard to the deposits accepted from the public. During the year, no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. As regards repayment of fixed deposits, the company has made repayment of principal amount of outstanding fixed deposits as per the rehabilitation scheme approved by BIFR vide its order letter dated 16.9.2003. there are no outstanding unclaimed deposits as at 31st March, 2011. Outstanding unclaimed deposits of Rs. 2,23,100 have been transferred to Investors Education and Protection Fund of the Central Government on 12.4.2011 in accordance with the provisions of section 205A of the Companies Act, 1956. 7. Until the year 1993-94 the company had appointed an independent firm of Chartered Accountants as internal auditoRs. Due to stoppage of the manufacturing activities of the company the internal audit functions has not been carried out since then. 8. Since there are no manufacturing activities carried out during the year, the requirements of the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are not applicable to the company. 9. (a) the company has been regular in depositing with appropriate authorities undisputed statutory dues in respect of investor education and protection fund, wealth tax, service tax, Sales Tax, VAT, Custom duty, Excise Duty, Cess wherever applicable to it. (b) According to the information and explanations given to us no undisputed amounts payable in respect of excise duty, income tax, wealth tax, service tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2011 for a period of more than six months from the date they become payable. (c) According to the information and explanations given to us, the following disputed dues have not been deposited since the matters are pending with the relevant forum. statement of Disputed Dues Nature of statute Nature of the Amount Period to Forum dues (Rs. in which the where lacs) amount dispute relates is pending Central Excise & Central Excise 16.62 1985-86 A.O.Central Salt Act & 86-87 Excise Department 10. the accumulated losses of the company are more then fifty percent of its net worth, the company has incurred cash losses during the financial year covered by our audit. However the company has not incurred cash losses during the immediately preceding financial year 11. Pursuant to the BIFR order letter date 16.9.2003, in our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to financial institutions, debenture holders and banks. 12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of share, debentures and other securities. 13. In our opinion that company is not a chit fund or nidhi / mutual benefit fund / society. therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company. 14. According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and investment. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company. 15. According to the information and explanation given to us, the company has not given any guarantee for loan taken by others form banks or financial institution. 16. According to the information and explanation given to us, the company has not accepted any term loan during the year. 17. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. 18. According to the information and explanations given to us, 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. During the year, no debentures have been issued by the Company and the question of creating securities in respect thereof does not arise. 20. During the year, the Company has not raised money by way of public issue. 21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. SHARP & TANNAN Chartered Accountants (Registration No. 109982W) By the hand of M.P.Phadke Partner Mem.No. 33013 12th August, 2011, Mumbai