Kobo Biotech Ltd. இன் முடிவுகள்

Mar 31, 2015

We have audited the accompanying financial statements of Avon Organics Limited, which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation and presentation 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 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 internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the financial statements.

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.

I. In so far as it relates to the Balance Sheet, of the statement of affairs of the company as at 31st March 2015.

ii. In so far as it relates to the Profit & Loss Account , the Loss of the company for the year ended on that date: and

iii. In so far as it relates to the Cash Flow Statement , of the Cash flow of the Company for the year ended on that date: and

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. we have sought and 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, the 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f. with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

I. the Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 11 to the Significant Accounting Policy; ii. the provisions as required under the applicable law or accounting standards for material foreseeable losses if any on the long term contracts including derivative contracts are not applicable to the company. iii. There has been no such requirement for transferring amounts, required to be transferred the Investor Education and Protection Fund transfer by the company.

Annexure to the Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner at regular intervals. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) During the year, the company has not disposed of any substantial part of its fixed assets and going concern status of the company not affected.

(ii) In respect of its inventories:

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

(b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) On the basis of our examination of records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and book stocks were not material.

(iii) (a) The Company has not granted any loans to the bodies corporate covered in the register under section 189 of the Companies Act, 2013 ('the Act').

(b) The company has given interest free loan to Associate Concern of the company. In the said loans, the maximum amount outstanding at any time during the year was Rs. 51,015 and the yearend balance was Rs. 51,015.

(c) The company has taken unsecured interest free loans from the bodies corporate covered in the register maintained under section 189 of the Act and the amount outstanding at the end of the year is Rs. 3171.40 lacs (Previous year Rs. 3171.40 lacs).

(iv) 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 with regard to purchase of inventory, fixed assets and sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure to correct any major weakness in internal control.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has prescribed the maintenance of cost records under section 148(1) of the Act, to the company and such accounts and records have been made and maintained by the company.

(vii) According to the records of the company, the company is not regular in depositing the undisputed statutory dues including provident fund, Employees' State Insurance, Profession Tax, Income Tax, TDS, Sales tax, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate govt and semi govt authorities. There are arrears of outstanding such undisputed statutory dues at the last day of the financial year concerned for a period of more than six months from the date they became payable.

ESIC133333

Provident Fund 5,374,975

Professional Tax 804,850

TDS 2,368,180

Sales Tax 777,027

Service Tax 2,224,102

Excise Duty 1,497,195

Income Tax 32754530

(viii) The company has incurred cash losses of Rs. 2501.64 lacs (previous year Rs. 2241.03 lacs) and accumulated

losses of Rs. 5167.09 (previous year Rs. 2141.49 lacs) in profit and loss accounts. The company has eroded more than fifty percent of its entire paid up share capital by way of debit balance in profit and loss account.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has delay /defaulted in repayment of dues along with the interest thereon with the banks as at the end of the financial year.

(x) According to the records of the company and information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) According to the records of the company and explanations given to us, during the year the company has availed the term loans from banks/ financial institution and has been applied for the purpose for which they have been obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For Mukesh Mehta & Associates

Chartered Accountants.

Sd/-

Mukesh Mehta

Proprietor

Membership No. 100407

FRN:116309W

Place: Mumbai

Date: 29.05.2015

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Mar 31, 2014

We have audited the attached Balance Sheet of AVON ORGANICS LIMITED, as at 31st March, 2014, and the Profit and Loss Account and also 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.

MANAGEMENTS RESPONSIBILITY;

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 Companies Act,1956(the Act) read with General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and 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 conduct our audit in accordance with Standards on Auditing issued by The Institute of Chartered Accountants of India. Those Standards require that we compile with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether 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 procedure selected depends on auditor''s judgment, including the assessment of the risk of material misstatement of the financial statement, 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 the management, as well as evaluating the overall presentation of the financial statement.

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 said accounts read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March 2014;

(ii) In so far as it relates to the Profit & Loss Account, the profit of the company for the year ended on that date; and

(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.

REPORT ON OTHER LEGAL & REGULATION REQUIREMENTS:

1. As required by the Companies (Auditors Report Order 2003 issued by the Central Government of India in terms of subsection (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. 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 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, the Profit & Loss Account and the cash flow statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(v) On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, we report that 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 Companies Act, 1956.

ANNEXURE TO AUDIT REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1 In respect of fixed assests:

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 at reasonable intervals, 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 verification.

c) During the year, the company has not disposed of any substantial part of its fixed assets during the year and going concern status of the company not affected.

2 In respect of its inventories;

a) The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation 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) On the basis of our examination of records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book stocks were not material.

3 In respect of 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) company had taken interest free unsecured loans from holding company covered in the register maintained under section 301 of the Companies Act, 1956 and the amount outstanding at the end of the year is Rs. 3171.40 lacs (Previous year Rs. 3171.40 lacs)

b) The loans taken by the company do not have any stipulation for payment of principle and interest; hence no amounts outstanding as at the end of the year and is considered as overdue.

c) The company has not granted any loans or advances in the nature of loans to the companies covered in the register maintained under section 301 of the Companies Act, 1956.

d) The company has given interest free loan to wholly owned subsidiary of the company. In respect of the said loans, the maximum amount outstanding at anytime during the year is Rs. 51,015/- and the year end balance is Rs. 51,015/-.

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, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure to correct any major weakness in internal control.

5.1 Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Act have been so entered.

5.2 In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts or arrangements, which needs to be entered in the registers maintained under section 301 of the Act, have been so entered. Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevalent market price at the relevant time.

6 Based on our audit procedures and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence complying with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under is not applicable.

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

8 The Central Government has prescribed maintenance of cost records under section 209( 1 )(d) of the Companies Act, 1956 to the company and such accounts and records have been made and maintained by the company.

9 According to the records of the company, the company is not regular in depositing the undisputed statutory dues including provident fund, Employees'' State Insurance, Income tax, Sales-tax, Wealth-tax, Customs duty, Excise-duty, Service tax, Cess and any other statutory dues with the appropriate authorities., and there are arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

10 The company has incurred cash loss of Rs. 2241.03 lacs (Previous year cash profit of Rs. 1875.92 lacs) in the current year. The company does not have any accumulated losses in the current year and immediately preceding previous year.

11 Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank as at the end of the financial year.

12 In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares and debentures and other securities. Accordingly, the provisions of para 4{xii) of the CARO, 2003 are not applicable to the company.

13 Based on our examination of documents and record, we are of the opinion that the company has not granted any loans and advances on the basis of the security by way of pledge of shares, debentures and the securities.

14 Based on our examination of the records and evaluation of the related internal control, we are of the opinion that the company has not dealt or traded in securities, debentures and other investments during the year. The company''s longterm investments in shares have been held by the Company in its own name.

15 According to the records of the company and information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16 According to the records of the company and information and explanations given to us, during the year the company has availed the term loans from Banks / Financial institution and have been applied for the purpose for which they have been obtained.

17 Based on the audit procedures applied and according to the information and explanations furnished to us, the funds raised on short term basis have not been used for long term investment and vice versa.

18 The company has not made any preferential allotment of shares / share warrants to parties and companies covered in the register maintained under Section 301 of the Act.

19 According to the information and explanations furnished to us and based on the records verified by us, during the period covered by our audit report the company has not issued any long term debentures and hence creation of securities for the same is not applicable.

20 According to the information and explanations furnished to us and based on the records verified by us, the company has not raised any money through public issues during the period covered under audit and hence disclosure by the management on the end usage of money raised by public issues and our verification of the same is not applicable.

21 Based upon the audit procedures performed and information and explanations given by the management, no material fraud on or by the company has been noticed or reported during the year.

For Mukesh Mehta & Associates Chartered Accountants

Sd/- Mukesh Mehta Proprietor Place: Mumbai, Membership No.100407 Date: 30.05.2014 FRN:116309W

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Mar 31, 2012

We have audited the attached Balance Sheet of Avon Organics Limited, as at 31st March, 2012, and also 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.

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 mis-statement. 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 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 (Auditors 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 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 comply with the accounting standards referred to in sub-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 2012 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.

(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 the balance sheet, of the state of affairs of the company as at 31st March 2012.

(b) in the case of the profit and loss account, of the profit 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.

ANNEXURE TO AUDIT REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

1.2 As explained to us, all the Fixed assets have been physically verified by the management at reasonable intervals, 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 verification.

1.3 During the year, the company has not disposed of any substantial part of its fixed assets, affecting the going concern.

2.1 The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

2.2 In our opinion and according to the information and explanation 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.

2.3 On the basis of our examination of records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book stocks were not material.

3.1 The company had taken interest free unsecured loans from holding company covered in the register maintained under section 301 of the Companies Act, 1956.

3.2 The loans taken by the company do not have any stipulation for payment of principle and interest; hence no amounts outstanding as at the end of the year and is considered as over due.

3.3 The company has not granted any loans or advances in the nature of loans to the companies covered in the register maintained under section 301 of the Companies Act, 1956.

3.4 The company has given interest free loan to wholly owned subsidiary of the company. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs. 51,015/- and the year end balance is Rs. 51,015/-.

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, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure to correct any major weakness in internal control.

5.1 Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Act have been so entered.

5.2 In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, which needs to be entered in the registers maintained under section 301 of the Act, have been so entered. Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevalent market price at the relevant time.

6. Based on our audit procedures and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence complying with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under is not applicable.

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

8. The Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 to the company and such accounts and records have been made and maintained by the company.

9.1 According to the records of the company, the company is regular in depositing the undisputed statutory dues including provident fund, Employees' State Insurance, Income tax, Sales-tax, Wealth-tax, Customs duty, Excise-duty, Service tax, Cess and any other statutory dues with the appropriate authorities., and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

9.2 According to the records of the company, there are no dues of Sales tax, Income tax, Customs duty, Wealth tax, Excise duty of Cess which have not been deposited on account of any dispute.

10. The company has not incurred cash loss in the current year and immediately preceding previous year. The company does not have any accumulated losses.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank as at the end of the financial year.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares and debentures and other securities. Accordingly, the provisions of para 4(xii) of the CARO, 2003 are not applicable to the company.

13. Based on our examination of documents and record, we are of the opinion that the company has not granted any loans and advances on the basis of the security by way of pledge of shares, debentures and the securities.

14. Based on our examination of the records and evaluation of the related internal control, we are of the opinion that the company has not dealt or traded in securities, debentures and other investments during the year. The company's long-term investments in shares have been held by the Company in its own name. The company has acquired the shares of its subsidiary company during the year.

15. According to the records of the company and information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the records of the company and information and explanations given to us, during the year the company has availed the term loans from Banks/Financial institution and have been applied for the purpose for which they have been obtained.

17. Based on the audit procedures applied and according to the information and explanations furnished to us, the funds raised on short term basis have not been used for long term investment and vice versa.

18. The company has not made any preferential allotment of shares/share warrants to parties and companies covered in the register maintained under Section 301 of the Act.

19. According to the information and explanations furnished to us and based on the records verified by us, during the period covered by our audit report the company has not issued any long term debentures and hence creation of securities for the same is not applicable.

20. According to the information and explanations furnished to us and based on the records verified by us, the company has not raised any money through public issues during the period covered under audit and hence disclosure by the management on the end usage of money raised by public issues and our verification of the same is not applicable.

21. Based upon the audit procedures performed and information and explanations given by the management, no material fraud on or by the company has been noticed or reported during the year.

For Mukesh Mehta & Associates Chartered Accountants.

Sd/- Mukesh Mehta Proprietor Membership No.100407 FRN: 116309W

Place: Mumbai, Date: 30.05.2012

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Mar 31, 2011

We have audited the attached Balance Sheet of Avon Organics Limited, as at 31st March, 2011, and also 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 mis-statement. 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 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 (Auditors 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 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 comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors as on 31stMarch, 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 the balance sheet, of the state of affairs of the company as at 31 st March 2011.

(b) in the case of the profit and loss account, of the profit 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.

ANNEXURE TO AUDITORS REPORT

1.1 The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

1.2 The Fixed assets have been physically verified by the management at reasonable intervals, 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 verification.

1.3 During the year, the company has not disposed of any substantial part of its fixed assets, affecting the going concern.

2.1 The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

2.2 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.

2.3 On the basis of our examination of records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book stocks were not material.

3.1 The company had taken unsecured loans from holding company covered in the register maintained under section 301 of the Companies Act, 1956.

3.2 The loans taken by the company do not have any stipulation for payment of principle and interest; hence no amounts outstanding as at the end of the year and is considered as over due.

3.3 The company has not granted any loans or advances in the nature of loans to the companies covered in the registermaintainedundersection301 of the Companies Act, 1956.

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, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure to correct any major weakness in internal control.

5.1 Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register maintained undersection 301 of the Act have been so entered.

5.2 In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts or arrangements, which needs to be entered in the registers maintained under section 301 of the Act, have been so entered. Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevalent market price at the relevant time.

6 Based on our audit procedures and according to the information and explanations given to us the company has not accepted any deposits from the public and hence complying with the provisions of Section 58A and 58AAof the Companies Act, 1956 and the rules framed there under is not applicable.

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

8 The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 to the Diketene division of the company and such accounts and records have been made and maintained.

9.1 According to the records of the company, the company is regular in depositing the undisputed statutory dues including provident fund, Employees State Insurance, Income tax, Sales-tax, Wealth-tax, Customs duty, Excise-duty, Service tax, Cess and any other statutory dues with the appropriate authorities., and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

9.2 According to the records of the company, there are no dues of Sales tax, Income tax, Customs duty, Wealth tax, Excise duty of Cess which have not been deposited on account of any dispute:

10 The company has not incurred cash loss in the current year and immediately preceding previous year. However the company has accumulated losses amounting to Rs 456.65 Lakhs in the Balance Sheet as on 31" March, 2011.

11 Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank as at the end of the financial year.

12 In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares and debentures and other securities. Accordingly, the provisions of para 4(xii) of the CARO, 2003 are not applicable to the company.

13 Based on our examination of documents and record, we are of the opinion that the company has not granted any loans and advances on the basis of the security by way of pledge of shares, debentures and the securities.

14 Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the provisions of any special statute applicable to chit fund are not applicable to this company and the company is not a nidhi / mutual benefit fund / society and hence compliance with the requirements of the order in this regard are not applicable to this company.

15 Based on our examination of the records and evaluation of the related internal control, we are of the opinion that the company has not dealt or traded in shares, securities, debentures and other investments during the year. The companys long-term investments in shares have been held by the Company in its own name.

16 According to the records of the company and information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

17 According to the records of the company and information and explanations given to us, during the year the company has availed term loans from Banks / Financial institution and have been applied for the purpose for which they have been obtained.

18 Based on the audit procedures applied and according to the information and explanations furnished to us, the funds raised on short term basis have not been used for long term investment and vice versa.

19 The company has not made preferential allotment of shares / share warrants to parties and companies covered in the register maintained under Section 301 of the Act.

20 According to the information and explanations furnished to us and based on the records verified by us, during the period covered by our audit report the company has not issued any long term debentures and hence creation of securities for the same is not applicable.

21 According to the information and explanations furnished to us and based on the records verified by us, the company has not raised any money through public issues during the period covered under audit and hence disclosure by the management on the end usage of money raised by public issues and our verification of the same is not applicable.

22 Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Mukesh Mehta & Associates

Chartered Accountants

Sd/-

Mukesh Mehta

Proprietor

Place: Mumbai Membership No. 100407

Date: 19.05.2011 FRN: 116309 W

---

Mar 31, 2010

We have audited the attached Balance Sheet of Avon Organics Limited, as at 31s March, 2010, and also 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 whetherthe financial statements are free of material mis-statement. 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 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 (Auditors 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 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 comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the directors as on 31sMarch, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31s March, 2010 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 the balance sheet, of the state of affairs of the company as at 31SI March, 2010.

(b) in the case of the profit and loss account, of the profit 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.

ANNEXURETO AUDITORS REPORT

1.1 The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

1.2 The Fixed assets have been physically verified by the management at reasonable intervals, 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 verification.

1.3 During the year, the company has not disposed of any substantial part of its fixed assets, affecting the going concern.

2.1 The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

2.2 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.

2.3 On the basis of our examination of records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book stocks were not material.

3.1 The company had taken interest free unsecured loans from holding company covered in the register maintained under section 301 of the Companies Act, 1956.

3.2 The loans taken by the company do not have any stipulation for payment of principle and interest; hence no amounts outstanding as at the end of the year and is considered as over duo.

3.3 The company has not granted any loans or advances in the nature of loans to the companies 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, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure to correct any major weakness in internal control.

5.1 Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register maintained undersection 301 of the Act have been so entered.

5.2 In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts or arrangements, which needs to be entered in the registers maintained under section 301 of the Act, have been so entered. Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevalent market price at the relevant time.

6 Based on our audit procedures and according to the information and explanations given to us the company has not accepted any deposits from the public and hence complying with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under is not applicable.

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

8 The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 to the Diketene division of the company and such accounts and records have been made and maintained.

9.1 According to the records of the company, the company is regular in depositing the undisputed statutory dues including provident fund, Employees State Insurance, Income tax, Sales-tax, Wealth-tax, Customs duty, Excise-duty, Service tax, Cess and any other statutory dues with the appropriate authorities, and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

9.2 According to the records of the company, there are no dues of Sales tax, Income tax, Customs duty, Wealth tax, Excise duty of Cess which have not been deposited on account of any dispute, except for the following:

Name of the statute Amount Period to which the Forum where the dispute (Rs. in Lakhs) amount relates is pending

Income tax 69.39 2005-06 Commissioner of Income tax (Appeals) - III

10 The company has not incurred cash loss in the current year and immediately preceding previous year. However the company has accumulated losses amounting to Rs.1180.32 Lakhs in the Balance Sheet as on 31 "March, 2010.

11 Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank as at the-end of the financial year.

12 In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares and debentures and other securities. Accordingly, the provisions of para 4(xii) of the CARO, 2003 are not applicable to the company.

13 Based on our examination of documents and record, we are of the opinion that the company has not granted any loans and advances on the basis of the security by way of pledge of shares, debentures and the securities.

14 Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the provisions of any special statute applicable to chit fund are not applicable to this company and the company is not a nidhi / mutual benefit fund / society and hence compliance with the requirements of the order in this regard are not applicable to this company.

15 Based on our examination of the records and evaluation of the related internal control, we are of the opinion that the company has not dealt or traded in shares, securities, debentures and other investments during the year. The companys long-term investments in shares have been held by the Company in its own name. The company has sold the bond during the year which was shown under the head investment.

16 According to the records of the company and information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

17 According to the records of the company and information and explanations given to us, during the year the company has availed term loans from Banks / Financial institution and have been applied for the purpose for which they have been obtained.

18 Based on the audit procedures applied and according to the information and explanations furnished to us, the funds raised on short term basis have not been used for long term investment and vice versa.

19 The company has not made preferential allotment of shares / share warrants to parties and companies covered in the register maintained under Section 301 of the Act.

20 According to the information and explanations furnished to us and based on the records verified by us, during the period covered by our audit report the company has not issued any long term debentures and hence creation of securities for the same is not applicable.

21 According to the information and explanations furnished to us and based on the records verified by us, the company has not raised any money through public issues during the period covered under audit and hence disclosure by the management on the end usage of money raised by public issues and our verification of the same is not applicable.

22 Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Mukesh Mehta & Associates

Chartered Accountants

Sd/-

Mukesh Mehta Proprietor

Membership No.100407 FRN:116309W

Place: Mumbai Date: 08.07.2010