AUTO TENSION LIMITED ANNUAL REPORT 2004-2005 AUDITORS' REPORT To The shareholders of Auto Tension Limited Delhi. 1. We have audited the attached balance sheet of Auto Tension Limited as at 31st March, 2005 and the related Profit and Loss Account and 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 auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in 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 (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order,2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in and annexure a statement on the matters specified in paragraph 4 and 5 of the said order. Further to our comments in the Annexure referred to in Paragraph 2 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 purpose 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 and profit and loss account dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act 1956 with the exception of 'Accounting Standard 2'- Accounting for valuation of stock as closing stock are not valued at lower of cost or market value and difference has not been determined as cost of production has not been worked out, 'Accounting Standard 10' - to the extent that the company has not prepared fixed assets register as required under the Companies Act, 1956, 'Accounting Standard 13'- Accounting for investment as no provision of diminution in value of unquoted investment have been made, 'Accounting standards 15'- Accounting for retirement benefit as the company accounts for liability for Leave encashment on payment basis. v) On the basis of written representation received from the directors as on 31st March 2005 and taken on record by the board of directors. we report that none of the director is disqualified as on 31st March, 2005 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, Subject to Note No. C-2: Relating to reliance on Book balances pending reconciliation of recoverable and payables with respective parties, Note No.C-3: Relating to non-making of provision for doubtful debts and advances aggregating to Rs. 37,21,681.13/-, Note No.C-5: Relating to non-reconciliation of raw materials and stores consumption with excise records relating to earlier years, Note No.C-6 & C-7: Relating to non-availability of details of calls in arrear and Application money for Rs. 1,06,000/- and Rs. 2,74,407/- respectively, Statement of Account from Allahabad Bank in this respect has not been obtained, Note No. C-9: Relating to confirmation of Interest and Principal payables to Financial Institutions and State Bank of India at the close of the year is still to be obtained and we have relied upon the balance appearing in the books of the company, Note No. C-11: Relating to accounting of consumption of raw materials, stores and stock on the basis of valuation arrived at by the management and no physical verification could be done due to the company premises being sealed by Government Authorities, Note No. C-12: Relating to non-providing of Service Tax on payment to transporters relating to earlier years, Note No. C-13: Relating to reliance on unauthenticated computer copies of statement of accounts issued by bankers, Note No. C-15: Relating to certain items of finished goods of earlier years have been found unmarketable as per technical report and as such valued at estimated realisable price and Note No. C-16: Relating to non identification of amount payable to small scale industries as on 31.03.2005 of schedule 12 annexed to the Balance Sheet, the said financial statement 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 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, 2005; b) in the case of Profit and Loss Account the Loss for the year ended on that; and c) in case of Cash Flow Statement of the Cash Flow for the year ended on that date. For BASANT RAM & SONS Chartered Accountants Sd/- Place : New Delhi (R.K. NAYAR) Date : 02.09.2005 PARTNER (Membership No. 87112) ANNEXURE TO AUDITORS REPORT Referred to in Paragraph 3 of our report of even date on the accounts for the year ended 31st March,2005 of Auto Tension Limited. I)(a) The Company is not maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets. (b) The Fixed Assets have not been physically verified by the management because the company is under seal by Government Authorities. (c) According to the information and explanations given to us fixed assets has not been disposed off by the company during the year. II) (a) The stock of finished goods, raw material, stores and spare parts have not been physically verified by the management. We are informed that the stock in process has been arrived at on estimated basis by the management as the day to day process records of goods manufactured were not maintained and the other related records could not be produced to us because the factory was sealed as stated in Note No. C-11 by Government Authorities. (b & c) Not applicable because no physical verification has been carried out by the management. III) (a) According to the information and explanations given to us, the company has not granted any loan, secured or unsecured from companies firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. (b) According to the information and explanations given to us, the company has not taken any loan, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. IV) During the year no business activity was carried out as such the applicability of internal control procedures is not relevant V) (a) According to the explanations given to us, we are of the opinion that contracts and arrangement 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, during the year there are no transactions in pursuance of contracts or arrangements entered on the registers maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lacs in respect of any party. VI) The company has not accepted any deposits from the public. As per information and explanations given to us, no order has been passed on the company the company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal relevant to section 58A, 58AA or the others relevant provision of the Act. VII) In our opinion, the company has an internal audit system commensurate with the size and nature of its business. VIII) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 IX) a) According to records of the company statutory undisputed dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Excise Duty, Cess have not been regularly deposited with the appropriate authorities and there have been delays in followings cases :- Statement of arrears of statutory dues outstanding for more than six months. Name of the Statute Name of Dues Amount(Rs.) Period to which Amount relates Employees Employers and 2,59,416.70 Jan. 2001 to State Insurance Employees Aug. 2004 Corporation Contribution Employees Provident Fund Employers and 10,99,979.00 Mar. 2001 to Organisation Employees Aug. 2004 Contribution Income Tax Act T.D.S. 12,820.00 2001-2002 1,207.00 2002-2003 708.00 2003-2004 2,876.00 2004-2005 Central Excise Duty Excise Duty 1,97,176.00 2001-2002 Sales Tax Act Sales Tax on 46,846,110 2001-2002 Scrap Sales Tax Act Sales Tax 17,761.00 1999-2000 Demand U.P. Pollution Control Board Water cess 15,750.00 2001 to 2004 U.P. Power Corporation Ltd. Electricity Charges 14,03,150 2001-2002 Name of the Statute Name of Dues Due Date Employees Employers and To be State Insurance Employees deposited by Corporation Contribution 21st of the next month Employees Provident Fund Employers and To be Organisation Employees deposited by Contribution 15th of the next month Income Tax Act T.D.S. Different dates between 2001-2002 Different dates between 2002-2003 (31.03.2004) Different dates between 2004-2005 Central Excise Duty Excise Duty Since 2002 Sales Tax Act Sales Tax on Since 2002 Scrap Sales Tax Act Sales Tax 14.08.2003 Demand U.P. Pollution Control Board Water cess Different dates Between 2001 To 2004 U.P. Power Corporation Ltd. Electricity Charges Since Nov.2001 (b) According to information and explanations given to us, and the records of the company the following are the particulars of disputed dues on account of Income Tax and Sales tax matter that have not been deposited by the company. Name of the Statute Nature of Dues Amount Forum where (Rs.) Dispute Date is pending Sales Tax Laws Year 2000-01 1,07,515.00 Deputy Commissioner 27.02.2004 (Assessment) 4, Trade Tax, Noida. X) The Company has accumulated losses at the end of 31st March, 2005 Rs.10407.86 Lacs and it has incurred cash losses Rs. 1945.82 Lacs during the financial year ended on 31st March,2005 or Rs. 1570.43 Lacs in the immediately preceding financial year ending on 31.03.2004. The accumulated losses at the end of the financial year are more than 50% of its net worth. In our opinion going concern assumption may no longer be appropriate. XI) The Company has defaulted in repayment of dues to financial institutions and Bank. The details are as under :- Name of Institution / Bank Amount (Rs. In Lacs) Period of Default (Principal + Interest) I.F.C.I. 3872.13 15.07.1997,15.04.1998 & 15.07.1998 I.D.B.I. 3633.01 15.07.1997, 15.04.1998 & 15.07.1998 I.C.I.C.I 2272.65 15.07.1997, 15.04.1998 & 15.07.1998 PICUP (Sales Tax Loan) 67.40 Since March 2000 S.B.I. 295.03 30.06.2000 XII) In our opinion and 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 shares, debentures and other securities. XIII) In our opinion, considering the nature of activities carried out on by the Company during the year the provision of array special statute applicable to Chit fund / nidhi / mutual benefit fund / societies are not applicable to the company. XIV) The Company has maintained proper records of transactions and contracts in respect of trading in Securities, debentures and other investments and timely entries have been made therein. All shares. debentures and other investment have been held by company in its own name XV) In our opinion and according to the information and explanations given to us, the company has not given guarantees for loans taken by other from banks or financial institutions Accordingly the provision of Clause 4 (xv) of the Order are not applicable to the Company XVI) According to the information and explanations given to us, no term loan has been availed during the year by the company. XVII) According to the information and explanations given to us and based on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been used for long term investments (excludes permanent working capital). XVIII) According to information and explanations given to us, during the year 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. Accordingly the provisions of Clause 4 (XVIII) of the order are not applicable to the Company. XIX) According to the information and explanations given to us, the Company has not issued any debentures during the year and did not have any outstanding debenture during the year. XX) According to the information and explanations given to us during the year covered by our audit report, the company has not raised any money by way of public issue during the year accordingly the provisions of Clause 4(XX) of the Order are not applicable to the Company. XXI) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have been informed of such case by the management. For BASANT RAM & SONS Chartered Accountants Sd/- Place : New Delhi (R.K. NAYAR) Date : 02.09.2005 PARTNER (Membership No. 87112)