Brabourne Enterprises Ltd merged Auditor Reports

BRABOURNE ENTERPRISES LIMITED ANNUAL REPORT 2007-2008 AUDITORS REPORT TO THE MEMBERS OF BRABOURNE ENTERPRISES LIMITED 1. We have audited the attached Balance Sheet of Brabourne Enterprises Ltd. as at March 31, 2008 and the annexed Profit & Loss Account and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform our 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 disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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) (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 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 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 and Profit & Loss Account dealt with by this report are in agreement with the books of account; iv. in our opinion the Balance Sheet and Profit & 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; v. on the basis of written representations received from the directors as on March 31, 2008 and taken on record by the Board of Directors we report that none of the directors is disqualified as on March 31, 2008 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and 5. 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 March 31, 2008; b. In the case of the Profit & Loss Account, of the loss for the year ended on that date and c. In case of Cash Flow Statement, of the cash flows for the year ended on that date. For Ray & Ray Chartered Accountants Anil V. Karnik (Partner) Membership No. 31005 Place: Mumbai Date : June 30, 2008 ANNEXURE TO THE AUDITORS REPORT OF BRABOURNE ENTERPRISES LIMITED (Referred to in paragraph 3 of our report of even date) 1. The company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets comprising of assets given on lease. 2. The fixed assets of the company comprising of assets given on lease have not been physically verified by the management during the year. 3. Pursuant to the Scheme of Arrangement referred to in Note No. 2 of Schedule 22 - Notes Forming Part of Accounts, the company has disposed of its entire fixed assets except fixed assets given on lease. Based on the information and explanations given by the management and on the basis of audit procedures performed by us we are of the opinion that the disposal of assets has not affected the going concern concept of the company. 4. As all inventory has been disposed off pursuant to the Scheme of Arrangement referred to in Note No. 2 of Schedule 22 - Notes Forming Part of Accounts, clauses (ii)(a), (ii)(b) and (ii)(c) of the said Order are not applicable. 5. The company has neither granted nor taken loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Act. 6. In view of our comment in para 4 above, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(e), (iii)(f) & (iii)(g) of the said Order are not applicable. 7. Activities of the company during the year, in our opinion and according to the information and explanations given to us, did not require it to purchase and/or hold fixed assets & inventories and the activities of the company did not entail sale of goods/services. Consequently, the requirement as to adequacy of internal control systems with respect to such activities does not apply to the company. 8. On the basis of our examination of the books of account and according to the information and explanations provided by the management, there are no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956. 9. In view of our comment in para 8 above, clause (v) (b) of the said Order is not applicable. 10. The Company has not accepted any deposits from the public during the year. 11. Further, during the course of our audit we have neither come across nor have we been informed of any order passed under section 58A and 58AA or by Company Law Board or by National Company Law Tribunal or by Reserve Bank of India or by any other court or any other tribunal during the year. 12. We are informed that the company is in the process of setting up an internal audit system which would be commensurate with its size and nature of its business. 13. Pursuant to the Scheme of Arrangement referred to in Note No. 2 of Schedule 22 - Notes Forming Part of Accounts whereby the pharmaceutical business has been disposed off, we are of the opinion that Clause (viii) of the said Order regarding maintenance of cost records is not applicable to the company. 14. According to the books and records as produced before us and examined by us in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we are of the opinion that the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance. Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. 15. According to the information and explanations given to us. there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax. Custom Duty and Excise Duty which were outstanding as at March 31, 2008 for a period of more than six months from the date they became payable. 16. According to the information and explanations given by the company, all disputed dues in respect of Sales Tax & Excise Duty as at the commencement of the year have been transferred pursuant to the Scheme of Arrangement referred to in Note No. 2 of Schedule 22 - Notes Forming Part of Accounts. There are no dues of Income Tax/ Sales Tax, Wealth Tax/Service Tax. Customs Duty, Excise Duty / Cess as at the year end which have not been deposited on account of any dispute. 17. The accumulated losses of the company as at March 31, 2008 are not more than fifty percent of its net worth. Further, the company has suffered a cash loss during the year. 18. Based on our audit procedure and on the basis of the information and explanations given by the management, dues towards debenture holders have been transferred pursuant to the Scheme of Arrangement referred to in Note No. 2 of Schedule 22 - Notes Forming Part of Accounts. 19. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other similar securities. 20. We are given to understand that the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable ;~ to the company. 21. As the company has not dealt or traded in shares, securities debentures and other investments during the year. in our opinion requirements of clause (xiv) relating to dealing or trading in shares, securities, debentures and other investments are not applicable to the company. Investments held by the company in its subsidiary pursuant to the Scheme of Arrangement referred to in Note No. 2 of Schedule 22 - Notes Forming Part of Accounts as at the year end are in its own name. 22. The company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year. 23. During the year the company has not raised any term loans. Accordingly. the relevant clause (xvi) of the said Order in our opinion is not applicable to the company. 24. On the basis of the information and explanations provided by the company, no funds whether short or long term have been raised during the year. 25. In our opinion and according to information and explanations given to us the 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 during the year. 26. There are no debentures outstanding as at the year end. 27. The company has not raised any money by public issue during the year. 28. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices we have neither come across any instance of fraud on or by the management nor have we been informed of such case by the management. For Ray & Ray Chartered Accountants Anil V. Karnik Place: Mumbai (Partner) Date : June 30, 2008 Membership No.31005