STARVOX ELECTRONICS LIMITED AUDITORS' REPORT To, The Members of STARVOX ELECTRONICS LIMITED We have audited the Balance Sheet of STARVOX ELECTRONICS LIMITED as at 31st March, 1999 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and report as under :- 1. We have obtained all the information and explanations which to the best our knowledge and belief were necessary for the purpose of audit. 2. In our opinion and to the best of our information the Balance Sheet and Profit & Loss Account comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956. 3. As per Management the Computer Systems of the Company are compliant with Year 2000 (Y2K) related issues. We are unable to comment on this issue. 4. Subject to clause (i) and (ii) of paragraph No. 6 below relating to non provision of expenses/income for the year on accrual of accounting,in our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of these books. 5. The Balance Sheet and Profit & Loss Account are in agreement with the books of accounts of the Company. 6. In our opinion and to the best of our information and according to the explanations given to us, the accounts subject to :- (i) Note No. 9 (a) to (d) relating to non provision of: [a] Custom Duty on Capital goods Rs. 89,606 [b] Custom Duty on Raw Materials Rs. 42,411 [c] Disputed demand in respect of royalty claims by NRDC Rs. 85,000 [d] Claims of Ex-employees Unascertainable (ii) Note No. 11 relating to non provision of inter corporate deposit placed with M/S Advanced Energy Systems P. Ltd. and read alongwith our notes thereon give the informations required by the Companies Act, 1956 in the manner so required and gives true and fair view. (i) In the case of Balance Sheet of the State of affairs of the Company as at 31st March, 1999 and (ii) In the case of Profit & Loss Account of the Loss for the year ended on that date. 7. As required by manufacturing and other companies (Auditors Report) 1988, and on the basis of such examination of the Books and records of the company as we considered appropriate and the information and explanations given to us during the course of our audit, we further report that :- (1) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets of the Company have been physically verified by the management at the end of the year and no discrepancies between book record and physical inventory were noticed. 2) The Company has not revalued any of its fixed assets during the year. (3) The Management has conducted physical verification of finished goods, stores, and raw materials and component other than goods in transit and stocks Iying with third parties at the end of the year. (4) The procedures of physical verification of stocks as followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business. (5) Discrepancies noticed on physical verification of stock as compared to book records were not material and the same have been properly dealt with in the books of the accounts. (6) The valuation of inventory is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year. (7) We are informed that the company has not taken any loans Secured or Unsecured, from the companies firms or other parties listed in the register maintained under section 301 of the Companies Act,1956. We are informed that there are no companies under the same management as defined under section 370(1 B) of the Companies Act 1956. (8) The Company has not granted any loans to Companies, or other parties listed in the register maintained under section 301 of the Companies Act, 1956. (9) The Company has given interest free loans to its employees who are repaying the principal amount as stipulated. Company with whom inter corporate deposits are placed is considered doubtful for interest and principal amount. (10) In our opinion and according to the information and explanabons given to us, there are adequate internal control procedures commensurate with size of the company and nature of its business with regard to the purchase of stores, raw material including components, plants and machinery, equipment and other assets and for the sale of goods. (11) In our opinion and according to the information and explanations given to us and having regard to the explanations that some of the items purchased are of a special nature for which comparable alternative quotations are not available, the transactions of purchase/sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50,000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials or services. (12) The Company has procedure to determine unservicable or damaged stores, raw materials and finished goods. The company does not have any unservicable or damaged stores, raw materials and finished goods. (13) The Company has not accepted any deposits from the public during the year. (14) As informed to us the Company's manufacturing process does not generate any by-product or scrap. (15) The Company has an internal audit system commensurate with its size and nature of its business. (16) The Central Government has not prescribed maintenance of cost record under section 209(i)(d) of Companies Act, 1956 for any of the products of the company. (17) The Company is regular in depositing provident fund dues with appropriate authorities. We are informed by the management that provisions of Employees State Insurance Act are not applicable to the Company. (18) As on 31st March, 1999 no undisputed amount payable are outstanding for a period of more than six months from due date in respect of Income Tax, Sales Tax, Custom Duty, Central Excise Duty etc. (19) During the course of our examination of the books of accounts carried out in accordance with the generally accepted auditing practices, we have not come across any personal expenses, other than those payable under contractual obligation or in accordance with generally accepted business practice, which have been charged to Profit & Loss Account nor have been informed on such case by the management. (20) We are informed by the management that the company being a Small Scale Industry the provisions of Sick Industrial Companies (special provisions) Act, 1985 are not applicable. (21) (a) The Company has a reasonable system of recording receipts, issues, and consumption of materials and stores commensurate with the size of the company and nature of its business. (b) The Company has a reasonable system of determining manhours utilised for relative jobs, commensurate with size of the company and nature of business. (c) The Company has reasonable system of authorisation at proper levels and an adequate system of internal control commensurate with size of the company and nature of its business on issue of stores and materials etc. However, there is no allocation of store and material and labour to relative jobs, though in our opinion an adequate system for control of material and manhour utilised for relative job and for determination of cost of individual job exists. for B. M. VASHI CHARTERED ACCOUNTANTS Place: Ahmedabad Date : 22nd July, 1999 PROPRIETOR