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Euro Multivision Ltd.

BSE: 533109 Sector: Engineering
NSE: EUROMULTI ISIN Code: INE063J01011
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VOLUME 7480
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OPEN 1.16
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VOLUME 7480
52-Week high 2.06
52-Week low 0.55
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Euro Multivision Ltd. (EUROMULTI) - Auditors Report

Company auditors report

To

The Members of Euro Multivision Limited Report on the Audit of Financial StatementsQualified Opinion

We have audited the accompanying financial statements of Euro Multivision Limited("the Company") which comprise the Balance Sheet as at March 31 2019 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement of CashFlows and the Statement of Changes in Equity for the year then ended and a summary of thesignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amendedand other accounting principles generally accepted in India of the state of affairs ofthe Company as at March 31 2019 the loss and total comprehensive income changes inequity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Our audit opinion is qualified for the following matters:

(a) The Company has been continuously incurring substantial losses since past fewyears. The Company's current liabilities exceed its current assets and further the networth of the Company has been fully eroded these events indicate a material uncertaintythat casts a significant doubt on the Company's ability to continue as a going concern andtherefore it may be unable to realize its assets and discharge its liabilities in thenormal course of business. The financial statements do not disclose the fact that thefundamental accounting assumption of going concern has not been followed.

(b) We draw attention towards the fact that the Company's financialfacilities/arrangements including Term Loans Working Capital Facilities and Non FundBased Credit Facilities have expired and the accounts with the Banks have turned into NonPerforming Assets.

The Company is unable to renegotiate restructure or obtain replacement of financingarrangements and the banks have initiated legal proceedings for the recovery from theCompany u/s. 19 of the Debt Recovery Tribunal (DRT) u/s. 13(2) of the Securitization& Reconstruction of Financial Assets & Enforcement of Security (Second) Interest(SARFAESI) Act 2002.

The Company has not provided for interest on its banking credit facilities amounting toRs. 6684.83 lakhs for the year ended March 31 2019. Had the same been accounted for; thenet loss (after tax) for the year ended March 31 2019 would have increased by Rs.6684.83 lakhs.

(c) Attention is also drawn to the fact that the Company has not provided forimpairment or diminishing value of its assets/investment as per ‘Ind AS 36 Impairmentof Assets' as notified under Section 133 of the Companies Act 2013. The effect of suchImpairment or diminishing value has not been quantified by the management and hence thesame is not ascertainable.

(d) We also draw attention to the fact of non-receipt of confirmations of balances fromthe Sundry Debtors Deposit Accounts Unsecured Loans Loans & Advances InvestmentsBanks Sundry Creditors and other liabilities. Pending receipt of confirmation of thesebalances and consequential reconciliations / adjustments if any the resultant impact onthe financial statements is not ascertainable.

(e) We draw attention to the fact towards the non-ascertainment of complete particularsof dues to Micro Small and Medium enterprises if any under MSMED Act 2006 andprovisions towards interest if any at this stage which is not in conformity with‘Ind AS 37-Provision Contingent Liabilities and Contingent Assets'.

(f) Further attention is drawn regarding the fact that the Company for its OpticalDisc's manufacturing unit had imported various Capital Goods under the Export PromotionCapital Goods Scheme (EPCG) of the Government of India through various licenses atconcessional rates of Custom Duty on an undertaking to fulfill quantified exports within aperiod of eight years from the date of issue of respective licenses. The Custom Duties sosaved amounted to Rs. 2538.56 lakhs and the corresponding Export obligation to befulfilled amounted to Rs. 20308.50 lakhs however as on March 31 2019 the Exportobligation yet to be fulfilled amounted to Rs. 19121.60 lakhs. The stipulated period of 8years to fulfill Export obligation has already expired and the company is required to paythe said saved Custom Duty together with interest @ 15% p.a. but the same has not beenprovided in books of accounts by the Company and the final liability is presentlyunascertainable.

(g) Attention is also drawn to the fact that the Company's Solar Photovoltaic Cellsmanufacturing unit which is located in self-owned sector specific Special Economic Zone(SEZ). According to the SEZ Rules 2006 the units should have positive Net ForeignExchange Earnings (NFE) which shall be calculated as per applicable rules in cumulativeblocks of five years starting from the commencement of production. The company could notachieve positive Net Foreign Exchange Earnings in the first block of five years hence theDirector General of Foreign Trade (DGFT) has imposed a penalty of Rs. 2500.00 lakhs underRule 54 of the SEZ Rules 2006 and the same has not been provided in books of accounts bythe Company.

(h) Attention is drawn to the fact that as required under section 203 of the Act thecompany is yet to appoint a Company Secretary and the company is not in compliance withRegulation 6 of LODR which requires Company Secretary to be appointed as ComplianceOfficer.

(i) We also draw attention towards the fact that in respect of deposits accepted bythe company before the commencement of this Act within the meaning of section 74 & 75of the Act and the Rules framed there under the principal amount of such deposits andinterest due thereon remained unpaid even after expiry of one year from such commencementand the Company had not filed a statement within a period of three months from suchcommencement or from the date on which such payments were due with the Registrardetails as prescribed u/s.74(1)(a). Further no application has been made for extension oftime with the National Company Law Tribunal u/s. 74(2) of the Companies Act 2013 in thisregards.

Further the Company has also accepted deposit in contravention to Section 73 read withSection 76 of the Companies Act 2013.

(j) We also draw your attention towards overdue receivables of the Company aggregatingto Rs. 37.58 lakhs as on March 31 2019 towards purchase of goods included under"Trade Receivables" owed to the Company by its Foreign Customers due for morethan 6 months as on March 31 2019. These balances have not been settled till March 312019. The Company is yet to make an application to the authorized dealer or Reserve Bankof India (RBI) for overdue receivable balances beyond the prescribed time limits inaccordance with Foreign Exchange Management Act (FEMA). Any penalties that may be leviedby RBI are presently not known and not given effect to in the IND AS financial statements.

(k) The Company has interest free borrowings classified under Non-Current FinancialLiabilities which are borrowed from various related parties and other lenders therepayment terms of which have not been agreed between the Company and the lenders. TheCompany has not fair valued such sums received in accordance with the provisions of‘Ind AS 109 Financial Instrument' and ‘Ind AS 113 Fair Value Measurement'. Theimpact has not been quantified by the management and hence the same is unascertainable.

(l) The Company has not obtained actuarial valuation report and had not made anyprovision for Gratuity and Leave Encashment for the year. The impact of suchnon-provisioning of liability is unascertainable on the financial statements accordinglyrelevant disclosures as required under Ind AS 15 Employees Benefit have not been given.

(m) The Company has on the basis of their internal evaluation valued inventories atRs. 11.14 lakhs. In the absence of valuation report or other documentary evidencesconfirming net realizable value of inventories we are unable to comment on realizationvalue of the inventories.

(n) The system of Internal Financial Controls over financial reporting with regards tothe Company were not made available to us to determine if the Company has establishedadequate internal financial control over financial reporting and whether such internalfinancial controls were operating effectively under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013. Refer to our separate report on Internal FinancialControls "Annexure A to Independent Auditor Report" where we have disclaimedour opinion.

(o) The Company has TDS demand outstanding amounting to Rs. 3.15 lakhs pertaining tothe previous financial years. The Company is in the process of ascertaining theliabilities and rectifying such returns wherever required. No adjustment has been madefor the said sums in the financial statements.

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's

Responsibilities for the Audit of the Financial Statements section of our report. Weare independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidences which we have obtained are sufficient andappropriate to provide a basis for our qualified opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report:

Sr. No. Key Audit Matter Auditor's Response
1 Accounting for Revenue Recognition Our audit procedures includes:
Recognition of Revenue measurement presentation and disclosure thereof in view of adoption of Ind AS-115 "Revenue from Contracts with Customers" in place of Ind AS-18 "Revenue". We performed testing to verify physical deliveries of product in the year to ascertain transfer of control;
There is possibility for material misstatement within revenue particularly in relation to revenue being recorded in the different period due to cut off errors or management bias. We performed revenue cut-off testing by reference to shipment / bill dates of sales recorded on either side of the financial year end had legally completed;
Selected a sample of sales contracts and read analysed and identified the distinct performance obligations in these contracts; and
(Refer Accounting Policies and Note 20 of the Financial Statements) We performed walkthroughs to understand the key processes and identify key controls related Ind AS 115 "Revenue from Contracts with Customers"
2 Evaluation of Uncertain Tax Positions Our audit procedures includes:
The Company has material uncertain tax positions in direct as well as indirect laws including matters under dispute which involves significant judgement to determine the possible outcome of the disputes. Obtained details of tax assessments from management and positions of legal and disputed matters.
We assessed the management's underlying assumptions in relation to estimating the probable cash outflow and possible outcome of the disputed matters lying with the tax authorities.
(Refer Accounting Policies and Note 36 of the Financial Statements) Discussed with tax consultants of the management about the implications and possibilities of outcome of various litigation matters.
Reviewed the disclosures of the litigation matters and impact on the financial statements.
Considered the effect of new information in respect of uncertain tax positions as at April 1 2018 to evaluate whether any change was required to management's position on the uncertainity.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the AnnualReport but does not include the financial statements and our auditor's report thereon.The annual report is expected to be made available to us after the date of this auditor'sreport.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements to give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards ("Ind AS") specified in theCompanies (Indian Accounting Standards) Rules 2015 (as amended) under Section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditors' Responsibility for Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements. As part of an audit in accordance with SAs weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determined mattersthat were of most significance in the audit of the financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

(a) We have sought and except for the possible effect of the matter described in theBasis of Qualified Opinion paragraph above and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit;

(b) Except for the possible effect of the matter described in the Basis of QualifiedOpinion paragraph above in our opinion proper books of account as required by law havebeen kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Cash Flows and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account;

(d) Except for the possible effect of the matter described in the Basis of QualifiedOpinion paragraph above in our opinion the aforesaid Ind AS financial statements complywith the Indian Accounting Standards specified under section 133 of the Act read withRules issued thereunder;

(e) The matters described in the ‘Basis of Qualified Opinion' paragraph above inour opinion may have an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the Directors as on March31 2019 taken on record by the Board of Directors none of the Directors is disqualifiedas on March 31 2019 from being appointed as a Director in terms of Section 164 (2) of theAct;

(g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A" dated May 30 2019 where we have disclaimed ouropinion;

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us no remuneration is paid by the Company to its Directors during the year andhence disclosure with respect to provisions of section 197 of the Act are not applicableto the Company.

(i) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31 2019 onits financial position in its Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts asat March 31 2019; and iii. There has been no delay in transferring amounts required tobe transferred to the Investor Education and Protection Fund by the Company during theyear ended March 31 2019; and

2. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the "Annexure B" a statement on the matters specified in paragraphs 3and 4 of the Order.

For Rasesh Shah & Associates
Chartered Accountants
Firm Registration Number: 108671W
Rasesh Shah
Partner
Membership Number: 34217
Place : Mumbai
Date : May 30 2019

Annexure ‘A' to the Independent Auditor's Report

Referred to in paragraph 1(g) of the Independent Auditor's Report of even date to theMembers of Euro Multivision Limited on standalone financial statement for the year endedMarch 31 2019

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of EuroMultivision Limited ("the Company") as of March 31 2019 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting("the Guidance Note') issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013("the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Because of the matter described in Basis for Disclaimer of Opinion paragraph below wewere not able to obtain sufficient appropriate audit evidence to provide a basis for anaudit opinion on internal financial controls system over financial reporting of theCompany.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Basis for Disclaimer of Opinion

According to the information and explanations given to us the Company has notestablished its internal financial control over financial reporting on criteria based onor considering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.

Disclaimer of Opinion

Because of the significance of the matter described in the Basis for Disclaimer ofOpinion paragraph above we are unable to obtain sufficient appropriate audit evidence toprovide a basis for our opinion whether the Company had adequate internal financialcontrols over financial reporting and whether such internal financial controls wereoperating effectively as at March 31 2019. According we do not express an opinion on theCompany's internal control over financial reporting.

We have considered the disclaimer reported above in determining the nature timing andextent of audit tests applied in our audit of the financial statements of the Company forthe year ended March 31 2019 and the disclaimer does not affect our opinion on thefinancial statements of the Company.

For Rasesh Shah & Associates
Chartered Accountants
Firm Registration Number: 108671W
Rasesh Shah
Partner
Membership Number: 34217
Place : Mumbai
Date : May 30 2019

Annexure - ‘B' to the Independent Auditors' Report

The Annexure ‘B' referred to in our Independent Auditors' Report to the members ofthe Company on the standalone Ind AS financial statements of Euro Multivision Limitedfor the year ended March 31 2019 we report that:

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

(b) The property plant and equipment covering significant value were physicallyverified during the year by the management at such intervals which in our opinionprovides for the physical verification of all the property plant and equipment atreasonable intervals having regard to the size of the Company and nature of its business.According to the information and explanations given to us no material discrepancies werenoticed on such verification;

(c) According to the information and explanations given to us and the records examinedby us we report that the title deeds comprising all the immovable properties of landand buildings are held in the name of the Company as at the balance sheet date.

ii. In our opinion the management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies between physicalinventory and book records were noticed on physical verification.

iii. According to the information and explanation given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered inthe register maintained under section 189 of the Act. Therefore the provisions of clause3(iii) (iii)(a) and (iii)(b) of the order are not applicable to the Company.

iv. In our opinion and according to the information and explanation given to us theCompany has neither granted any loans nor provided any guarantees nor any securities inrespect of any loans to any party covered under section 185 or section 186 of the Act.

v. In our opinion and according to the information and explanations given to us theCompany during the year has not accepted any deposits from the public within the meaningof section 73 & 76 of the Act and the Rules framed there under to the extent notified.However in respect of deposits accepted by the company before the commencement of thisAct within the meaning of section 74 & 75 of the Act and the Rules framed there underto the extent notified the principal amount of such deposits and interest due thereonremained unpaid even after expiry of one year from such commencement and the Company hadnot filed a statement within a period of three months from such commencement or from thedate on which such payments were due with the Registrar details as prescribedu/s.74(1)(a). Further no application has been made for extension of time with the NationalCompany Law Tribunal u/s.74 (2) of the Companies Act 2013 in this regards.

vi. The Central Government has not specified maintenance of cost records undersub-Section (1) of Section 148 of the Act in respect of Company's products. Accordinglythe provisions of clause 3(vi) of the Order are not applicable.

vii. (a) According to the information and explanation given to us and the records ofthe Company examined by us in our opinion the Company has been facing liquidity stresssince past few years due to which there were delays in depositing various undisputedstatutory dues with appropriate authorities including provident fund employee's stateinsurance income tax duty of customs goods and service tax cess and other materialstatutory dues as applicable and there are no arrears of outstanding statutory dues as atthe year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and the records of theCompany examined by us there are no dues of income tax goods and service tax duty ofcustoms as at March 31 2019 which have not been deposited on account of any dispute exceptthe following:

Sr. Dispute Pending Under No. Year of Dispute Authority Where Dispute Is Pending Amount Disputed (Rs. In Lakhs)
1. Rule 54 of SEZ Rules 2006 Block of 5 years from 2010 - 2015 The Hon'ble Secretary Ministry of Commerce New Delhi 2500.00
2. Foreign Trade Policy 2004-2009 2004-2007 DGFT New Delhi 2538.56

(c) There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company during the year ended March 31 2019.

viii. In our opinion and according to the information and explanations given to usthe Company has defaulted in repayment of loans and interest's dues to the banks. The banklenders have initiated legal proceedings against the Company for recovery of theirrespective debts at the Debt Recovery Tribunal and have taken symbolic possession of thesecurities u/s. 13(4) of the SARFAESI Act 2002.

Name of the Bank Principal Outstanding Interest Outstanding Default since
(Rs. in Lakhs) (Rs. in Lakhs)
State Bank of India 12391.62 23981.75 April 2011
The Cosmos Co-Op Bank Ltd 7915.88 13604.06 January 2011
Total 20307.50 37585.81

ix. In our opinion the Company has applied the term loans for the purposes for whichthese were raised. The Company did not raised money by way of initial public offer/further public offer (including debt instruments) during the year.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has not paid/provided for managerial remuneration and hence therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct are not applicable to the Company.

xii. In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

xiii. In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Act where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the standalone financial statements as required by the applicable IndAS.

xiv. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of clause 3 (xiv) of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsDirectors or persons connected to its Directors and hence provisions of Section 192 of theAct are not applicable.

xvi. The company is not required to be registered under Section 45 IA of the ReserveBank of India Act 1934 and hence reporting under clause 3 (xvi) of the Order are notapplicable to the Company.

For Rasesh Shah & Associates
Chartered Accountants
Firm Registration Number: 108671W
Rasesh Shah
Partner
Membership Number: 34217
Place : Mumbai
Date : May 30 2019