Integra India Group Company Ltd Merged Auditor Reports

INTEGRA INDIA GROUP COMPANY LIMITED (FORMERLY KNOWN AS INTEGRA HINDUSTAN CONTROL LIMITED) ANNUAL REPORT 2010 AUDITORS REPORT To The Members of Integra India Group Company Limited (Formerly Known as Integra Hindustan Control Limited) We have audited the attached Balance Sheet of Integra India Group Company Limited (Formerly Known as Integra Hindustan Control Limited) as at 31st December, 2010 and the related Profit and Loss Account and the Cash Flow Statement for the nine months ended on that date annexed thereto. 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. 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. 1) As required by the Companies (Auditors Report) Order, 2003 (as amended) 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. 2) Further to our comments in the Annexure referred to in paragraph 1 above, we report that: (a) 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 (b) 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 such books; (c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account; (d) in our opinion, the Balance Sheet, the 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; (e) on the basis of written representations received from the directors, as on 31st December, 2010, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st December, 2010 from being appointed as a director in terms of clause (g) of sub- section (I) of Section 274 of the Companies Act, 1956; (f) 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: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2010; (ii) in the case of the Profit and Loss Account, of the profit for the nine months ended on that date; and (iii) in the case of Cash Flow Statement, of the cash flows for the nine months ended on that date. For O.P. Rathi & Co. Chartered Accountants ICAI Reg. No. 108718W Place : Vadodara CA. Vineet Rathi Date : 27th January, 2011 (Partner) Membership No. 111120 ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS REPORT TO THE MEMBERS OF INTEGRA INDIA GROUP COMPANY LIMITED (FORMERLY KNOWN AS INTEGRA HINDUSTAN CONTROL LIMITED) ON THE ACCOUNTS FOR THE NINE MONTHS ENDED 31ST DECEMBER, 2010 (i)(a) The Company is in process of updating records showing full particulars including quantitative details and situation of fixed assets. (b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. (c) Since there is no disposal of substantial part of fixed assets during the year, paragraph 4(i)(c) of the Companies (Auditors Report) Order, 2003 (as amended) (hereinafter referred to as the Order) is not applicable. (ii)(a) The inventories, except for stocks lying with certain third parties from whom confirmations have been obtained for stocks held as at the Balance Sheet date, have been physically verified by the management during the nine months ended at reasonable intervals. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. According to the information and explanations given to us, no material discrepancies were noticed on physical verification between the physical stock and the book records. (iii)(a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of Companies Act, 1956 (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. (iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that most of the items of inventory are of special nature for which no suitable alternative quotations / prices are available, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system. (v)(a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section. (b) As the transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Act do not exceed Rupees five lac in respect of any party during the year, clause (v)(b) of paragraph 4 of the Order is not applicable (vi) As the Company has not accepted any deposits from the public, paragraph (vi) of the Order is not applicable. (vii) In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business. (viii) According to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the products manufactured by the Company. (ix)(a) According to the information and explanations given to us and according to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, custom duty, excise duty, cess, service tax, tax deducted at source and other material statutory dues applicable to it. (b) As explained to us and according to the records of the Company, the disputed statutory dues aggregating to Rs.2,395,647, that have not been deposited on account of disputed matters pending before appropriate authorities are as per table below. Except the above, there are no dues of Sales Tax/ Wealth Tax/ Service Tax/ Custom Duty/Excise Duty/Cess which have not been deposited on account of any dispute. Name of the Statute Related Year Amount Forum where the dispute (Rs.) is pending Income Tax Act, 1961 A.Y.: 2002-03 965,000 High Court of Gujarat Income Tax Act, 1961 A.Y.: 2005-06 1,047,000 Commissioner of Income Tax (Appeals) Income Tax Act, 1961 A.Y.: 2007-08 232,000 Commissioner of Income Tax (Appeals) Gujarat Value Added F.Y.: 2006-07 151,647 Assistant Commissioner Tax Act, 2006 of Sales Tax, Vadodara Total 2,395,647 (x) The Company does not have accumulated losses. The Company has incurred cash losses during the nine months ended 31st December, 2010. (xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. (xii) Since the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable. (xiii) As the Company is not a nidhi / mutual benefit fund / society, paragraph 4(xiii) of the Order is not applicable. (xiv) Since the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable. (xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. (xvi) Since the Company has not obtained any term loans, paragraph 4(xvi) of the Order is not applicable. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investments. (xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the nine months to parties and companies covered in the register maintained under Section 301 of the Act. (xix) Since the Company has not issued any debentures, paragraph 4(xix) of the Order is not applicable. (xx) Since the Company has not raised any money during the nine months by way of public issue, paragraph 4(xx) of the Order is not applicable. (xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the nine months. For O.P. Rathi & Co Chartered Accountants ICAI Reg. No. 108718W Place : Vadodara CA. Vineet Rathi Date : 27th January, 2011 (Partner) Membership No. 111120