BALGOPAL HOLDINGS AND TRADERS LIMITED ANNUAL REPORT 2004-2005 AUDITORS' REPORT 1. We have audited the attached Balance Sheet of Balgopal Holdings & Traders Limited, as at 31st March, 2005 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. 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 text 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. 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. 4. 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, Balance Sheet, Profit and Loss Account and the 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, 2005, and taken on record by the Board of Directors, we report that none of the directors 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, 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, 2005; 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 Case Flow Statement, of the cash flows for the year ended on that date. FOR B.L. SARDA & ASSOCIATES CHARTERED ACCOUNTANTS Sd/- (B.L. SARDA) PARTNER Membership No.: 14568 PLACE: MUMBAI DATED: 27/06/2005 ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH THREE OF OUR REPORT OF EVEN DATE: 1) In our opinion and according to the information and explanations given to us, the nature of the Company's business/activities during the year are such that clauses (ii), (iv), (viii), (xiii), (xiv), (xviii), (xix) and (xx) of CARO, 2003 are not applicable to the company. 2) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b) According to the information and explanations given to us, fixed assets of the Company have been physically verified by the Management at the year end which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification. c) During the year, no fixed assets have been disposed off by the Company. 3) a) The Company had granted unsecured loan to one company covered to the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.73,25,000/- and the year end balance of loan granted to the party was Rs.41,58,232/-. b) In our opinion, the rate of interest and other terms and conditions on which unsecured loan has been granted to a Company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company. c) The party to whom loan has been granted is regular in repaying the principal and has also been regular in the payment of interest. d) There is no overdue amount of loan granted to a company listed in the register maintained under section 301 of the Companies Act, 1956. e) The Company had taken unsecured demand loan from one company, covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.2,79,65,000/- and the year end balance of loans taken from such party was Rs.NIL/-. f) In our opinion, the rate of interest and other terms and conditions on which unsecured loan has been taken from a company listed in the register maintained under section 301 of the Companies Act, 1956 are not prime facie prejudicial to the interest of the company. g) The Company is regular in repaying the principal amounts and has also been regular in the payment of interest. 4) a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 pertains to loans taken/granted and hence transactions having made at reasonable price is not applicable. 5) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of directives issued by the Reserve Bank of India and Section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and the rules framed thereunder. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal. 6) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. 7) a) The Company is regular in depositing with appropriate, authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it. b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2005 for a period of more than six months from the date they become payable. There are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute. 8) The Company has neither accumulated losses as at 31st March, 2005 nor it has incurred any cash losses during the financial year ended on that date any\d in the immediately preceding financial year. 9) The Company has not obtained any borrowings from any banks or financial institutions or by way of debentures. 10) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 11) The terms and conditions at which guarantee has been given by the Company for loans taken from financial institutions by other, are, in our opinion, not prejudicial to the interest of the Company. 12) To the best of our knowledge and belief and according to the information and explanations given to us, no term loans were obtained by the Company during the year. 13) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prime facie, not been used during the year for long term investment. 14) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year. FOR B.L. SARDA & ASSOCIATES CHARTERED ACCOUNTANTS Sd/- (B.L. SARDA) PARTNER Membership No. 14568 PLACE: MUMBAI DATED: 27/06/2005