Mar 31, 2015
We have audited the accompanying (standalone) financial statements of
Advanced Micronics Devices Limited ("the Company") which comprises the
Balance Sheet as at March 31, 2015, and the Statement of Profit and
Loss for the year then ended, and the cash flow statement for the year
ended and a summary of significant accounting policies and other
explanatory information.
Management's Responsibility for the (Standalone) Financial Statements
The company's Board of Directors are responsible for the matters stated
in section 134(5) of the companies act 2013 ("the Act") with respect to
preparation and presentation of these financial statements that give a
true and fair view of the financial position and financial performance
and cash flow of the Company in accordance with the Accounting
Standards referred to under section 133 Of The Companies Act 2013 read
with Rule 7 of the companies (Accounts) Rule 2014. This responsibility
includes the maintenance of adequate accounting records in accordance
with provisions of the act for safeguarding the assets of the company
and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies ; making
judgment and estimates that are reasonable and prudent ; and design,
implementation and maintenance of (adequate ) internal financial
controls, that were operating effectively for ensuring the accuracy and
completeness of accounting records, relevant to the preparation and
presentation of the financial statements that gives a true and fair
view and are free from material misstatement, whether due to fraud or
error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standard and the matters which are required to be included
in the audit report under the provisions of the Act and Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under subsection 10 of section 143 of the Act. 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 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 financial control relevant
to the Company's preparation 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 whether the company has
place an adequate internal financial controls system over financial
reporting and operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the Company's
Directors, 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 qualified audit opinion on the
standalone financial statements.
Basis for Qualified Opinion
1. During the course of audit we have observed that company has stock
Of Terminal and Multi Para Patient Monitors was nonmoving resulted in
not being sold aggregating to Rs.18.44 crores.
2. Similarly we have also noticed bills receivable amounting to
Rs.17.79 crores are not realized for more than 360 days as on March
2015 continue to be unrealized as on September 2015.
Which includes non-moving stock and unrealized Debtors covered under
stock audit report of Subhas Patil & Co , for financial year 2013-14 a
firm of independendent chartered accountants appointed by State Bank of
India . We had qualified our audit report regarding nonmoving stock
terminals and multi Para patient monitors not being sold amounting to
Rs.17.47 crores and Rs.19.67 crores long outstanding receivables for
more than 180 days for the financial year 2013-14.
In response to our qualification , the management had given reply that
they will modify the terminals and multi Para patient monitors and sell
them in developing countries. On perusal of balance sheet of the
company, position remains the same as on the date of report.
Also Company has not obtained confirmation of balances of debtors
outstanding as on 31.03.2015.
Accordingly company has not made provision for bad and doubtful debts .
Had the same been accounted for the net loss for the year ended
31.03.2015 would have been higher by Rs.36.23 crores and Net worth of
the company would have been negative.
3. We also observed that Company has a branch at U S A. This branch
has not been audited by any other independent auditors for any
financial year and also the company has not produced any records for
our verification to check the correctness of the entries. These entries
are certified by management, where in the branch share of assets are
Rs.5.42 crores Our report in so far it relates to the amount included
in respect of the branch is based solely on financial statements
certified by the branch management. In the absence of independent audit
we are unable to comment on correctness of unaudited results of the
above mentioned branch..
4. During financial year 2013-14 , the Indian subsidiary , Advanced
Micronics Devices Limited had opted for VCES scheme under service tax
act for its service tax liability outstanding for the period October
2007 to December 2012 . This pertains to its Delhi branch and Bangalore
branch. However during the survey conducted by service tax intelligence
at its Delhi branch on 29/6/2013 , it was found that the company had
utilized canvas credit of Rs.0.80 crores for payment of service tax
liability of Delhi branch under VCES scheme. This credit was disallowed
by service tax intelligence and the company was issued a Show cause
notice. The company has filed a reply before Commissioner of Service
tax Delhi. If the reply is not favorable to the company, company will
be liable to pay interest and penalty on such amount. Under such
circumstances they are not eligible for claiming benefit under VCES
Scheme.
Whereas in Bangalore branch they have accepted not claiming canvas
credit for payment of service tax liability under VCES scheme. There is
variance in two VCES applications. We are Opinion that VCES application
may be disallowed at Delhi branch and company may land up in huge
penalty. To that extent there is a contingent liability on the company.
5. company has stopped its business operation since July 2015.
All the above conditions raise substantial doubt about the company,
ability to continue as a going concern
Qualified Opinion
Subject to above, in our opinion and to the best of our information and
according to the explanations given to us, the aforesaid standalone
financial statements gives 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 March 31, 2015;
b) in the case of the Profit and Loss Account, of the loss for the year
ended on that date.
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on other Legal Regulatory Requirement
1. As required by Companies (Auditors Report)Order 2015 ("the
order")issued by the central government of India in terms of section
143(11) of the Act we give in annexure a statement on the matters
specified in paragraph 3 and 4 of the Order to the extent applicable.
2. As required by section 143(3) of the act, we report that
a) we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose 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 those
books.
c) The Balance Sheet, Statement of Profit and Loss and cash flow
statement , dealt with by this Report are in agreement with the books
of account.
d) Subject to qualification in respect of debtor and stock in our
opinion the afore said financial statements comply with the Accounting
Standards specified of section 133 Of The Companies Act 2013 read with
Rule 7 of the companies (Accounts) Rules 2014.
e) On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors are disqualified as on March 31, 2015, from being
appointed as a director in terms of section 164(2) of the Act
f) With respect to the other matters to be included in the Auditors'
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company does not have any pending litigations which would
impact its financial position;
ii. The company did not have any long term contracts for which there
were any material foreseeable losses; and
iii. there were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the company.
For An and Amaranth and Associates Chartered Accountants
B K Amarnath
Partner Membership No. :026536 FRN: 000121S Place: Bangalore Date : 1st
December 2015
(Referred to in our Report of even date on the accounts of Advanced
Micronics Devices Limited, Bangalore for the year ended 31st March 2015)
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification .
2. (a) We are informed that the physical verifications of inventories
were conducted by the management at reasonable intervals.
In our opinion, the frequency of verification is reasonable.
(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) The company has maintained proper records of inventories. Subject
to qualification about nonmoving stock amounting to Rs. 18.44 crores ,
according to the records produced to us, no discrepancies were noticed
on verification between physical stocks and stock records.
3. (a) As per the explanation given to us the Company has not granted
any secured or unsecured loans to the Parties listed in the register
maintained under section 189 of the Companies Act
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5. The Company has not accepted any deposits from the public .
6. Since the company is involved in trading activity only, the Central
Government has not prescribed maintenance of cost records under section
148 (1) of the Companies Act, 2013 for any product of the company.
7 (a) On the basis of records produced before us, the Company has
generally not been regular in depositing undisputed statutory dues
like, Employees State Insurance , Provident Fund, Income Tax, Service
Tax, etc. According to the information and explanations given to us,
there are no undisputed amounts payable in respect of, Customs Duty,
Excise Duty, Income tax except below mentioned statutory dues.
(Rs. in crores)
Service Tax 0.11
Dividend distribution tax 0.31
Provident Fund 0.01
ESI 0.07
Tax deducted at source -other than on salary 0.05
Tax deducted at source on salary 0.35
VAT 0.21
Total 1.11
which were outstanding as on 31st March 2015 for a period of more than
six months from the date on which they became payable
(b) According to the information and explanations given to us, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax customs duty and excise duty which have not been deposited on
account of any disputes.
8. The Company does not have any accumulated loss , but has incurred
cash loss of Rs.1.96 crores during the financial year covered by our
audit .
9. During the year, the company did not have any outstanding dues to
financial institutions and banks.
10. In our opinion and according to the information and explanations
given to us, the Company has given any guarantee for any loans.
11. According to the information and explanations given to us company
has not obtained any term loans for the period covered under the audit.
12. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For Anand Amarnath and Associates
Chartered Accountants
B K Amarnath
Partner
Membership No. :026536
FRN: 000121S
Place: Bangalore
Date : 1st December 2015
Mar 31, 2014
We have audited the accompanying financial statements of Advanced
Micronic Devices Limited, which comprise the Balance Sheet as at March
31, 2014, and the Statement of Profit and Loss and Cash Flow Statement
for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Management''s Responsibility for the Financial Statements
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 referred to in sub-section (3C) of section 211
of the Companies Act, 1956(''the Act'') read with the General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in
respect of section 133 of the Companies Act 2013. 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.
Auditor''s 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 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. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by 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
1. During the year State Bank of India appointed Subhas Patil & Co a
firm of independent Chartered Accountants to conduct stock audit. And
they have submitted their report on 20.05.2014 stating that stock of
Terminal and Multi Para Patient Monitors were non moving resulted in
not being sold aggregating to Rs.1747 lacs. Also the company has not
assessed realisable value of the non-moving stock out of Rs.1747 lacs.
Accordingly the company has not provided for loss on nori-moving stock
2. Similarly stock auditors have also notified that bills receivable
amounting to Rs.1967 lacs are not realised for more than 180 days. The
company has not made proper assessment of the amount realisable from
the above mentioned debtor. Accordingly company has not made provision
for bad and doubtful debts.
Accordingly the net loss for the year has been understated to that
extent, and reserves and surplus, stock and debtors have been
overstated by such amount.
3. We also observed that Company has a branch at U S A. This branch has
not been audited by any other independent auditors for any financial
year and also the company has not produced any records for our
verification to check the correctness of the entries. These entries are
certified by the management, where in the branch share of assets
Rs.593.81 lacs.. Our report in
so far it relates to the amount included in respect of the branch is
based solely on financial statements certified by the branch
management. In the absence of independent audit we are unable to
comment on the correctness of unaudited results of the above mentioned
branch.. .
4. Company has not obtained confirmation of balances of debtors
outstanding as on 31.03.2014.
Subject to above In our opinion and to the best of our information and
according to the explanations given to us, the 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 March 31,2014;
b) in the case of the Statement of Profit and Loss Account, of the loss
for the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on other Legal Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 issued
by the Central Government of India in terms of sub- section (4A) of
section 227 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 purpose 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 those
books
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) Subject to qualification in respect of debtor and stock in our
opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956(''the Act'')
read with the General Circular 15/2013 dated 13 September 2013 of the
Ministry of Corporate Affairs in respect of section 133 of the
Companies Act 2013;
e) on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
(The Annexure referred to in our Report of even date on the accounts of
Advanced Micronic Devices Ltd for the year ended 31 st March 2014)
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of odr
audit, we report that:
1. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) Physical verification of Fixed Assets is performed by the
management in a regular programme for verification once in a year. In
our opinion, the frequency of verification is reasonable, having regard
to the size and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, no substantial part of fixed asset has been disposed
during the year and therefore does not affect the going concern
assumption.
2. (a) We are informed that the physical verifications of inventories
except inventories lying with the third parties were conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.
(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) The company has maintained proper records of inventories. Subject
to qualification in the audit report about non moving stock amounting
to Rs.1747 lacs as noticed by stock auditor appointed by State Bank of
India, no discrepancies were noticed on verification between physical
stocks and stock records for which company has not made any provisions.
3 (a) As per the explanation given to us the Company has not given any
loans to the parties listed in the register maintained under section
301 of the Companies Act 1956.
(b) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
taken loan amounting to Rs.1641.04 lacs from companies, firms or other
parties listed in the register maintained under Section 301 of the
Companies Act, 1956.Expect for loan taken from its Holding Company(Opto
Circuits(india) Ltd and from Opto infranstructure india ltd, for other
parties company is paying interest at the rate of 12% P A. The rate of
interest and other terms and conditions of such loans given are not
prejudicial to the interest of the Company
4 In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5 (a) According to the information and explanation given to us, we are
of the opinion that the transactions that need to be entered into the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding Rs. 5,00,000 in respect of
each party during the year have been made at prices which are
reasonable having regard to the prevailing market price at the relevant
time
6 The Company has not accepted any deposits from the public covered
under section 58A of the Companies Act, 1956.
7 As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.
8 Since the company is involved in trading activity only, the Central
Government has not prescribed maintenance of cost records under section
209 (1) (d) of the Companies Act, 1956 for any product of the company.
9 On the basis of records produced before us, the Company has generally
not been regular in depositing undisputed statutory dues like,
Employees State Insurance , Provident Fund, Income Tax, Service Tax,
etc. According to the information and explanations given to us, there
are no undisputed amounts payable in respect of, Customs Duty, Excise
Duty,Income tax except below mentioned statutory dues
(Rs. in. Lakes)
Service Tax 124.60
Dividend distribution tax 31.12
Provident Fund 39.73
ESI 2.36
Income tax demand for AY 2011-12 9.58
Tax deducted at source -other than on salary 8.65
Tax deducted at source on salary 17.57
Total 233.61
which were outstanding as on 31st March 2014 for a period of more than
six months from the date on which they became payable
10 The Company does not have any accumulated loss, but has incurred
cash loss amounting to Rs. 480.23 lacs during the financial year
covered by our audit. Based on the stock audit conducted by the
Independent auditors the company has not assessed realisable value of
the non-moving stock out of Rs. 1747 lacs. Accordingly the company has
not provided for loss on non-moving stock.
Similarly stock auditors have also notified bills receivable amounting
to Rs.1967 lacs as not realised for more than 180 days which has been
identified by them as non realisable. The company has not made proper
assessment of the amount realisable from the above mentioned debtor.
Accordingly company has not made provision for bad and doubtful debts.
11 During the year, the company has not taken additional Term Loan from
Banks/Financial Institutions, However it has not defaulted in repayment
of its dues to financial institution.
12 In our opinion and according to the information and explanations
given to us, and based on the documents and records produced to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13 In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special status applicable to Chit-Fund and Nidhi / Mutual Benefit
Fund/ Societies, accordingly clause 4 (xii) of the order is not
applicable.
14 In our opinion, the Company is not dealing or trading in shares,
securities, debentures or other investments and hence, the requirement
of Clause 4 (xiv) of the order is not applicable to the company.
15 Since the company does not have any subsidiary the question of
giving guarantee for loans taken by its subsidiary does not arise,
accordingly clause 4(XV) of the order is not applicable.
16. In our opinion and based on information and explanations given to
us by the management, term loans have been applied for the purpose for
which they were obtained.
17 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
purpose. No long-term funds have been used to finance short-term
assets.
18 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,
19 During the year the company has not issued debentures during the
financial year.
20 The Company has not raised any money by public issue during the
year.
21 Subject to qualification in audit report, based on the audit
procedures performed and the information and explanations given
to us, we report that no fraud on or by the Company has been noticed or
reported during the year, nor have we been informed of such case by the management.
For Anand Amarnath & Associates
Chartered Accountants
FRN : 000121S
B K Amarnath
Place: Bengaluru Partner
Date: 30.05.2014 Membership No: 026536
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Advanced
Micronic Devices Limited, which comprise the Balance Sheet as at March
31,2013, and the Statement of Profit and Loss and Cash Flow Statement
for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Management''s Responsibility for the Financial Statements
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 referred to in sub-section (3C) of section 211
of the Companies Act, 1956. 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.
Auditor''s 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 disclosures in the financial statements. Tlie
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. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by 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
1. During March 2013 State Bank of India appointed B & N Pai & Co a
firm of independent Chartered Accountants to conduct stock audit.
During the course of stock audit .auditors have observed that stock of
Terminal and Multi Para Patient Monitors were non moving resulted in
not being sold aggregating to Rs. 1685.18 lacs. Also the company has
not assessed realizable value of the non-moving stock out of Rs. 1685.18
lacs. Accordingly the company has not provided for loss on non-moving
stock
2. Similarly stock auditors have also notified bills receivable
amounting to Rs. 1522.54 lacs as not realized for more than 180 days.
Tlie company has not made proper assessment of the amount realizable
from the above mentioned debtor. Accordingly company has not made
provision for bad and doubtful debts.
3. We also observed that Company has a branch at U S A. This branch
has not been audited by any other independent auditors and also the
company has not produced any records for our verification to check the
correctness of the entries. Tliese entries are approved by management,
where in the branch share of profit aggregate to Rs. 92.80 lacs and
assets Rs. 856.27 lacs.. Our report in so far it relates to the amount
included in respect of the branch is based solely on such approved
financial statements.
4. "Tlie Company has defaulted in payment of dividend to the
shareholder to the tune of Rs. 31.53 lacs.
Subject to above In our opinion and to the best of our information and
according to the explanations given to us, the 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 March 31, 2013;
b) in the case of the Profit and Loss Account, of the loss for the year
ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on other Legal Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003
issued by the Central Government of India in terms of sub- section (4A)
of section 227 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 purpose 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 those
books
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) Subject to qualification in respect of debtor and stock in our
opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) on the basis of written representations received from the directors
as on March 31,2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
(Referred to in paragraph 3 of our Report of even date on the accounts
of Advanced Micronic Devices Ltd for the year ended 31st March 2013)
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) Tlie company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) Physical verification of Fixed Assets is performed by the
management in a regular programme for verification once in a year. In
our opinion, the frequency of verification is reasonable, having regard
to the size and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, no substantial part of fixed asset has been disposed
during the year and therefore does not affect the going concern
assumption.
2. (a) We are informed that the physical verifications of inventories
except inventories lying with the third parties were conducted by the
management at reasonable intervals. In our opinion, the frequency of
verification is reasonable.
(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) Tlie company has maintained proper records of inventories. Subject
to qualification in the audit report about non moving stock amounting
to Rs.1685.18 lacs as noticed by stock auditor appointed by State Bank
of India, no discrepancies were noticed on verification between
physical stocks and stock records.
(d) During Novermber 2012 there was loss of inventory to the tune of
Rs,118.19 lacs due to fire at Delhi Branch office for which company has
lodged claim with insurance company.
3. (a) As per the explanation given to us the Company has not given
any loans to the parties listed in the register maintained under
section 301 of the Companies Act 1956.
(b) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
taken loan amounting to Rs.1583.07 lacs from companies, films or other
parties listed in the register maintained under Section 301 of the
Companies Act, 1956. Expect for loan taken from its Holding Company
(Opto Circuits(India) Ltd and from Opt infrastructure India ltd ,its
associated company, for other parties company is paying interest at the
rate of 12%P.A Tlie rate of interest and other terms and conditions of
such loans given are not prejudicial to the interest of the Company.
4 In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5. a) According to the information and explanation given to us, we are
of the opinion that the transactions that need to be entered into the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding Rs. 5,00,000 in respect of each
party during the year have been made at prices which are reasonable
having regard to the prevailing market price at the relevant time
6 Tlie Company has not accepted any deposits from the public covered
under section 58A of the Companies Act, 1956.
7 As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.
8 Since the company is involved in trading activity only, the Central
Government has not prescribed maintenance of cost records under section
209 (1) (d) of the Companies Act, 1956 for any product of the company.
9 On the basis of records produced before us, the Company has generally
not been regular in depositing undisputed statutory dues like,
Employees State Insurance, Provident Fund, Income Tax, Service Tax,
etc. According to the information and explanations given to us, there
are no undisputed amounts payable in respect of, Customs Duty, Excise
Duty, Income tax except below mentioned statutory dues.
(Rs.in lacs)
Service Tax 154.90
Dividend distribution tax 31.12
Provident Fund 37.39
Tax deducted at source on salary 25.33
Total 248.74
Which were outstanding as on 31st March 2013 for a period of more than
six months from the date on which they became payable 10 Tlie Company
does not have any accumulated loss, but has incurred cash loss
amounting to Rs.168.52 lacs during the financial year covered by our
audit. Based on the stock audit conducted by the Independent auditors
the company has not assessed realizable value of the non-moving stock
out of Rs.1685.18 lacs. Accordingly the company has not provided for
loss on non-moving stock.
Similarly stock auditors have also notified bills receivable amounting
to Rs.1522.54 lacs as not realized for more than 180 days which has
been identified by them as non realizable. Tlie company has not made
proper assessment of the amount realizable from the above mentioned
debtor. Accordingly company has not made provision for bad and doubtful
debts.
11 During the year, the company has not taken additional Term Loan from
Banks/Financial Institutions, However it has defaulted in repayment of
its dues to bank to the tune of Rs.59.37 lacs..
12 In our opinion and according to the information and explanations
given to us, and based on the documents and records produced to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13 In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special status applicable to Chit-Fund and Nidhi / Mutual Benefit
Fund/ Societies, accordingly clause 4 (xii) of the order is not
applicable..
14 In our opinion, the Company is not dealing or trading in shares,
securities, debentures or other investments and hence, the requirement
of Clause 4 (xiv) of the order is not applicable to the company.
15 Since the company does not have any subsidiary the question of
giving guarantee for loans taken by its subsidiary does not arise,
accordingly clause 4(XV) of the order is not applicable.
16. In our opinion and based on information and explanations given to
us by the management, term loans have been applied for the purpose for
which they were obtained.
17 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
purpose. No long-term funds have been used to finance short-term assets
except permanent working capital.
18 Tlie 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,
19 During the year the company has not issued debentures during the
financial year.
20 Tlie Company has not raised any money by public issue during the
year.
21 Subject to qualification in audit report, based on the audit
procedures performed and the information and explanations given to us,
we report that no fraud on or by the Company has been noticed or
reported during the year, nor have we been informed of such case by the
management.
For Anand Amarnath and Associates
Chartered Accountants
B K Amarnath
Partner
Place: Bangalore Membership No. :026536
Date: 30.05.2013 FRN: 000121S
Mar 31, 2010
1. We have audited the attached Balance Sheet of ADVANCED MICRONIC
DEVICES LIMITED as at 31st March 2010 and the Profit and Loss Account
for the year 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.
2. We conducted our audit in accordance with the 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.
3. As required by the Companies (Auditors Report) Order, 2003 in
terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956,
and according to the information and explanation given to us during the
course of the audit and on the basis of such checks as we consider
appropriate, 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 purposes 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, Profit and Loss Account and Cash flow
Statement dealt with by this report are in agreement with the books of
account.
(iv) In our opinion, the Balance Sheet, Profit and Loss Account and
Cash Flow statement dealt with in 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 representation received from the directors,
as on 31st March 2010 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31st March 2010
from being appointed as a director in terms of Clause (g) of
Sub-Section (1) of Section 274 of the Companies Act, 1956.
(vi) Subject to the foregoing, 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 31st March 2010;
(b) in the case of Profit and Loss Account, of the Profit for the year
ended on that date; and
(c) in the case of Cash Flow statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in Paragraph 3 of our Report of even date on the accounts
of ADVANCED MICRONIC DEVICES LTD. for the year ended 31st March 2010)
i. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) Physical verification of Fixed Assets is performed by the
management in a regular programme for verification once in a year. In
our opinion, the frequency of verification is reasonable, having regard
to the size and the nature of its business.
(c) There was no substantial disposal of fixed assets during the year.
ii. (a) We are informed that the physical verifications of inventories
except inventories lying with the third parties were conducted by the
management at reasonable intervals. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, 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) The Company has maintained proper records of inventories. According
to the records produced to us, no discrepancies were noticed on
verification between physical stocks and stock records.
iii. (a) As per the explanation given to us the Company has given loans
to the parties listed in the register maintained under Section 301 of
the Companies Act, 1956, the rate of interest and other terms and
conditions of such loans given are not prejudicial to the interest of
the Company.
(b) As per the explanation given to us the Company has taken loans from
the parties listed in the register maintained under Section 301 of the
Companies Act, 1956, and there was no payment of any interest by the
Company during the year.
iv. In our opinion, and according to the information and explanations
given to us, there is adequate internal control procedure commensurate
with size of the Company and the nature of its business for the
purchase of inventory and assets and for the sale of goods. During the
course of our audit we have not observed any continuing failure to
correct major weakness in internal controls.
v. (a) According to the information and explanation given to us, we are
of the opinion that the transactions that need to be entered into the
register maintained under Section 301 of the Companies Act, 1956, have
been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding Rs.5,00,000 in respect of each
party during the year have been made at prices which are reasonable
having regard to the prevailing market price at the relevant time.
vi. The Company has not accepted any deposits from the public within
the meaning of Section 58A of the Companies Act, 1956.
vii. In our opinion, the internal audit system in the Company during
the year is adequate and commensurate to the size and the nature of the
business of the Company.
viii. To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under Section
209 (1) (d) of the Companies Act, 1956, for any product of the Company.
ix. On the basis of records produced before us, the Company is
generally been regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Sales
Tax, Customs Duty, Excise Duty and Service Tax. According to the
information and explanations given to us, there are no undisputed
amounts payable in respect of Provident Fund, Sales Tax, Customs Duty,
Excise Duty and Service Tax, except Income Tax amounting to Rs.217.81
Lacs, as per Note No.14 which are outstanding as on 31st March 2010 for
a period of more than six months from the date on which they became
payable.
x. The Company has no accumulated losses and has not incurred cash
losses during the current financial year and in the immediately
preceding financial year.
xi. During the year, the Company has taken additional Term Loan from
Banks / Financial Institutions it has not defaulted in repayment of its
dues to financial institutions and banks.
xii. In our opinion and according to the information and explanations
given to us, and based on the documents and records produced to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
xiii. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special status applicable to Chit-Fund and Nidhi / Mutual Benefit
Fund / Societies, accordingly Clause 4 (xii) of the order is not
applicable.
xiv. In our opinion, the Company is not dealing or trading in shares,
securities, debentures or other investments and hence, the requirement
of Clause 4 (xiv) of the order is not applicable to the Company.
xv. In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has not
given guarantee for loans taken by its subsidiary from a bank or
Financial Institutions, accordingly Clause 4(XV) of the order is not
applicable.
xvi. In our opinion and based on information and explanations given to
us by the management, term loans have been applied for the purpose for
which they were obtained.
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
purpose. No long-term funds have been used to finance short-term assets
except permanent working capital.
xviii. 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.
xix. The Company has not issued debentures during the financial year.
xx. The Company has not raised any money through a public issue during
the year.
xxi. On the basis of our examination and according to the information
and explanations given by the management, we report that no fraud on or
by the Company has been noticed or reported during the course of our
audit.
For ANAND AMARNATH & ASSOCIATES
Chartered Accountants,
B.K. Amarnath
Partner
Place: Bengaluru M.No.: 026536
Date: 24th May 2010 Firm No.: 000121S
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