Sabero Organics Gujarat Ltd Merged Auditor Reports

TO THE MEMBERS OF SABERO ORGANICS GUJARAT LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SABERO ORGANICS GUJARAT LIMITED ("the Company"), which comprise the Balance Sheet as at 31^st March , 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13^th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 31^st March, 2014; (b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, 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 it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, 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 Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13^th September, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on31^st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

	For DELOITTE HASKINS & SELLS
	Chartered Accountants
	(Firm’s Registration No. 117364W)
	Sd/-
	Ketan Vora
	Partner
MUMBAI, April 23, 2014	(Membership No. 100459)

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 under Report on Legal and Regulatory Requirements of our report of even date)

(i) Having regard to the nature of the Companys business/ activities/result, clause (xiii) and Clause (xv) of paragraph 4 of the order are not applicable to the Company for the year.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) Since there is no disposal of substantial part of fixed assets during the year, paragraph 4(i)(c) of the Order is not applicable.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, there are no parties covered under section 301 of the Companies Act, 1956. In view of what has been stated above, sub-clauses (a), (b), (c), (d), (e), (f) and (g) of clause (iii) of Paragraph 4 of the Order are not applicable to the Company for the year.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) According to the information and explanations given to us, there are no parties covered under section 301 of the Companies Act, 1956. In view of what has been stated above, clause (v) of Paragraph 4 of the Order is not applicable to the Company for the year.

(vii) According to the information & explanations given to us, the Company has not accepted any deposits from the public during the year. Hence, clause (vi) of paragraph 4 of the Order is not applicable to the Company for the year.

(viii) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained.

We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on March 31, 2014 on account of disputes are given below:

Name of the Statute	Nature of Dues	Forum where Dispute is pending	Period to which the amount relates	Amount involved (Rs. in lakhs)	Amount Paid Under protest (Rs. In Lakhs)
Income Tax Act, 1961	Tax/Penalty/ Interest	Income Tax Appellate Tribunal	A.Y. 2005-06 to 2008-09	46.15	28.19
Income Tax Act, 1961	Tax/Penalty/ Interest	Commissioner of Income Tax (Appeals)	A.Y. 2009-10 and 2011-12	597.22	145.65
Income Tax Act, 1961	Tax/Penalty/ Interest	Additional Commissioner of Income Tax	A.Y. 2010-11	70.94	-
The Central Excise Act, 1944	Duty/Penalty/ Interest	Commissioner (Assessing Authority)/ Deputy Commissioner/	2002-03 to 2009-10	7.51	-
The Central Excise Act, 1944	Duty/Penalty/ Interest	Commissioner (Appeal)	2011-12	1.76	-
The Central Excise	Duty/Penalty/	Customs Excise and	2006-07 to	60.94	-
Act, 1944	Interest	Service Tax Tribunal	2011-12
The Central Excise Act, 1944	Duty/Penalty/ Interest	High Court	2005-06	21.71	-
The Central Excise Act, 1944	Duty/Penalty/ Interest	Joint secretary Ministry of Finance	2009-12	5.81	-

(xi) The Company does not have any accumulated losses as at the year end and has not incurred any cash losses during the current year and in the immediately preceding financial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions.

(xiii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, clause (xii) of paragraph 4 of the Order is not applicable to the Company for the year.

(xiv) According to the information and explanations given to us, the Company is not dealing in shares, debentures and other investments. Hence, clause (xiv) of paragraph 4 of the Order is not applicable to the Company for the year.

(xv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xvi) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that no funds raised on short term basis have been used during the year for long- term investment.

(xvii) According to the information and explanations given to us, there are no parties covered under section 301 of the Companies Act, 1956. Hence clause (xviii) of paragraph 4 of the Order is not applicable to the Company for the year.

(xviii)To the best of our knowledge and according to the information and explanations given to us, the Company has not issued any debentures during the year. Hence, clause (xix) of paragraph 4 of the Order is not applicable to the Company for the year.

(xix) To the best of our knowledge and according to the information and explanations given to us, the Company has not raised any money by public issue during the year. Hence, clause (xx) of paragraph 4 of the Order is not applicable to the Company for the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

	For DELOITTE HASKINS & SELLS
	Chartered Accountants
	(Firm’s Registration No. 117364W)
	Sd/-
	Ketan Vora
	Partner
MUMBAI, April 23, 2014	(Membership No. 100459)