INDIAN MARINE FREIGHT CONTAINER MANUFACTURING LIMITED (Formerly Balmer Lawrie Freight Containers Limited) ANNUAL REPORT 2001-2002 AUDITORS' REPORT TO THE MEMBERS OF INDIAN MARINE FREIGHT CONTAINER MANUFACTURING LIMITED 1. We have audited the attached Balance Sheet of INDIAN MARINE FREIGHT CONTAINER MANUFACTURING LIMTED as at 31st March 2002 and also the Profit and Loss Account for the year ended on that date annexed thereto. There financial statement are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement based on our audit. 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. 2. Attention of the members is invited to the following: 2.1 The Accounts of the Company have been prepared on the basis that the company is a going concern, as indicated in Note 5 on Schedule 16. In the event of the Company's inability to continue as a going concern, the extent of resultant adjustment that would be made to reduce the value of assets to its recoverable amounts, to provide any further liabilities which might arise and to reclassify fixed assets and long term liabilities respectively, are not ascertainable at this stage. 2.2 Note 6 regarding year-end secured loan balances which have not been confirmed. 2.3 Note 10 regarding the valuation of inventories. 3. As required by the Manufacturing and other Companies (Auditor's Report) order 1988, issued by the Central Government 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 the Annexure, as statement on the matters specified in paragraphs 4 and 5 of the said order. 4. Further to our Comments in the Annexure referred to the Paragraph 3 above, we state that: 4.1 Subject to paragraphs 2.1 and 2.3 above, the Balance Sheet and Profit & Loss Account complied with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 ('The Act) 4.2 Subject to paragraphs 2.2, we have obtained all information and explanations which to the best of our knowledge and belief were necessary for the purpose of the audit. 4.3 In our opinion, subject to Paragraphs 2.3 proper books of accounts as required by law, have been kept by the Company so far as it appears from our examination of the books. 4.4 On the basis of the representation received from the directors, as on 31st March 2002, none of the directors are disqualified as on 31st March 2002, from being appointed as a director in terms of clause (g) of Sub- section (1) of Section 274 of "The Act". 4.5 In our opinion and to the best of our information and according to the explanations given to us, the Balance sheet and Profit and Loss Account together with notes thereon / attached thereto, give in the prescribed manner, the information required by "The Act". 4.6 In view of the significance of the matters described in preceding Paragraph 2, (including inadequacy of required information details for ascertainment of net further adverse adjustments), we are unable to express an opinion that the Balance Sheet and Profit and Loss Account give respectively, a true and fair view fo the state of affairs as at 31st March, 2002 and its loss for the year ended on that date. for RAY & RAY Chartered Accountants (R.N. Roy) Place : Chennai Partner Date : 31st July, 2002 Annexure to the Auditor's Report (Referred to Paragraph 1 of our Report of even date) 1. (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets. (b) Fixed Assets of the Company are physically verified by the management according to a phased program designed to cover all the items over a period of three years, which we consider reasonable. Pursuant to the program, a physical verification of Plant and Machinery was carried out during the year end as revealed, have been appropriately dealt with in these accounts. 2. Fixed Assets have not been revalued during the year. 3. The stocks of finished goods, stores and spares and raw materials have been physically verified by the management during the year. 4. In our opinion, the procedure of physical verification of stocks, followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business, 5. In view of the reasons related in Note 10 on Schedule 16, we cannot express our opinion on items (v), (vi) of Paragraph 4(A) of the said order. 6. As far as we can ascertain from the relevant records, so produced and information and explanations given, the Company has not taken any loans from Companies, firms or other parties listed in the register maintained under section 301 of "The Act". 7. As far we can ascertain from the relevant records, so produced and information and explanations given, the Company has not granted any loan to Companies, firms other firms or other parties listed in the register maintained under Section 301 of the "the Act". 8. Loans and Advances in the nature of loans have been given to employees who are repaying the principal and interest amount as stipulated. 9. The Company has not accepted any deposit from public. 10. As indicated in note 21 on Schedule 16, Internal audit has not been conducted during the year. 11. As explained to us, the Company has a reasonable procedure for determination of unserviceable or damaged stores, raw materials and finished goods on the basis of technical evaluation. We are however, not in a position to comment on the reasonableness of the provision required in this behalf in view of reasons stated in Note No 10 of Schedule 16 forming part of the Accounts. 12. As informed to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1)(d) of "the Act" for its products. 13. There were delays in payment in Provident Fund and Employees State Insurance (ESI) dues. There were no year end liabilities. 14. At the last date of the financial year, the undisputed amounts payable to Central Sales Tax and Local Sales Tax were Rs.4,39,306 and Rs.3,76,392 respectively, which were due for more than six months. 15. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices, we have not come across any personal expenses, other than those payable under contractual obligations or normally accepted business practices, which have been charged to Profit and Loss Account nor have been informed of such case by the Management. 16. As indicated in Note 4 (a) on Schedule 16, the Company has become a Sick Industrial Company within the meaning of clause (o) of Section 3 (1) of the Sick Industrial Companies (Special Provisions) Act, 1985 and reference has been made to Board for Industrial and Financial Reconstruction under Section 15 of that Act. Place : Chennai for RAY & RAY Date : 31st July, 2002 Chartered Accountants (R.N. Roy) Partner