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Auditor Report of Asia Capital Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Asia Capital Limited ("the Company"),which comprise the Balance Sheet as at 31st March 2014 and also the annexed Statement of Profit and Loss and Cash Flow Statement for the year then ended on that date 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 and financial performance and Cash Flow of the Company in accordance with the accounting Standards Notify under Company Act, 1956 read with General Circular 15/2013 dated 13-09-2013 of Ministry of Corporate Affairs in respect of Section 133 of The Companies Act, 2013 and in accordance with the accounting principal 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 Standard on Auditing issued by Institute of Chartered Accountant 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 auditors 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 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:

i) In the case of the BALANCE SHEET, of the state of affairs of the company as at 31st March, 2014; and

ii) In the case of the STATEMENT OFPROFIT AND LOSS, of the profit of the company for the year ended on that date; and

iii) 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) (Amendment) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act 1956, we give in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by Section 227(3) of the Act we reported 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 accounts as required by law have been kept by the company, so far as appears from our examination of those books;

c) The Balance Sheet and 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 and Statement of Profit and Loss and the cash flow statement comply with the Accounting Standards notify under the Act read with the General Circular 15/2013 dated 13-09-2013 of the ministry of corporate affairs in respect of section 133 of the Company Act, 2013.

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

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirement" of our report of even date.

To

The Member

ASIA CAPITAL LIMITED

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available.

b) As explained to us, all the fixed assets have been physically verified by the management in phased periodical manner which is in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status is not affected.

2. In respect of its Inventories:

a) The Company does not have any Inventories. Hence the requirements of clause (ii) of paragraph 4 of the Order are not applicable to the Company.

3. As per the information furnished, the Company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act 1956. Accordingly, clauses III (b), III (c), III (d) of paragraph 4 of the order are not applicable to the Company for the current year.

4. In our opinion, and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for purchase and sales of shares, securities and other investments. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5. In respect of the contract or arrangement referred to in section 301 of the companies act, 1956.

a) In our opinion and explanation given to us, the transaction made in pursuance of contract or arrangement that need to be entered into the register maintained under section 301 of the Companies Act 1956 have so entered.

b) In our opinion and according to information and explanation given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act,1956 and exceeding the value of Rupees Rs 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

6. The Company being a "Non-Banking Financial Company", Section 58A, 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975 is not applicable to the Company. During the year the Company has not accepted any deposits from public falling under the purview of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Direction 1998.

7. In our opinion, the Company does not have an independent internal audit system, however in our opinion, the existing internal control procedures are adequate, considering the size and nature of the business of the Company.

8. The Company being a "Non-Banking Financial Company". Hence the requirement of clause (viii) of paragraph 4 of the Order is not applicable to the Company.

9. In respect of statutory dues:

a) According to the record of the Company undisputed statutory dues including provident fund, investor education & protection fund, employees'' state insurance, Income Tax, Fringe Benefit Tax, VAT tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/Education Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess which are outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

10 The company does not have accumulated losses as at 31st March 2014 nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion the Company has not taken any loan from banks or financial institutions therefore the provisions of this clause are not applicable to the Company.

12. In our opinion and the explanation given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion the Company is not a Chit Fund, Nidhi or mutual benefit Society. Hence the requirement of item (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal control, the Company has maintained proper records of the transaction and contracts of the investments dealt in by the Company and timely entries have been made therein. The Company in its own name has held the aforesaid securities.

15. 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.

16. According to the information and explanations given to us, during the year Company has not raised any new term loans.

17. According to the information and explanations given to us and on the basis of examination of cash flow statement and other records 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 investment.

18. According to the information and explanations given to us, no preferential allotment of shares have been made by the Company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20. The Company has not raised capital by the public issue. Hence the requirements of clause (xx) of paragraph 4 of the Order are not applicable to the Company.

21. In our opinion and according to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Prakash & Santosh Chartered Accountants FRN: 000454C

Arun Kumar Partner Membership No. 087378

Date: 15-05-2014 Place: New Delhi


Mar 31, 2013

We have audited the accompanying financial statements of Asia Capital Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013 and also the annexed Statement of Profit and Loss for the year then ended on that date 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 and financial performance of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). 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 auditing standards generally accepted in 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 of 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 auditors 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 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:- i) In the case of the BALANCE SHEET, of the state of affairs of the company as at 31st March, 2013 and

ii) In the case of the STATEMENT OF PROFIT AND LOSS, of the profit for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act 1956, we enclose in the annexure hereto 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 (3) 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 accounts as required by law have been kept by the company, so far as appears from our examination of those books:

c) The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account.

d) In our opinion the Balance Sheet and Statement of Profit and Loss 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 the written representations received from the Directors as on 31st March 2013, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 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 1 of our report of even date on the account of ASIA CAPITAL LIMITED for the year ended March 31, 2013

1. The Company has maintained proper records showing full particulars including details and situation of fixed assets on the basis of information available. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodically manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No discrepancies were noticed on such verification.

None of the fixed assets have been disposed off during the year.

2. The Company does not have any Inventories. Hence the requirements of clause (ii) of paragraph 4 of the Order is not applicable to the Company.

3. As per the information furnished, the Company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act 1956. Accordingly, clauses III (b), III (c), III (d) of paragraph 4 of the order are not applicable to the Company for the current year.

4. In our opinion, and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for purchase and sales of shares, securities and other investments. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5. a. According to information and explanation given to us, we are of the opinion that transactions needed to be entered into the register maintained under section 301 of the Companies Act 1956 have so entered.

b. in our opinion and according to information and explanation given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6. The Company being a "Non-Banking Financial Company", Section 58A, 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975 is not applicable to the Company. During the year the Company has not accepted any deposits from public falling under the purview of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Direction 1998.

7. The Company does not have an independent internal audit system, however in our opinion, the existing internal control procedures are adequate, considering the size and nature of the business of the Company.

8. The Company being a "Non-Banking Financial Company". Hence the requirement of clause (viii) of paragraph 4 of the Order is not applicable to the Company.

9. a. The Company is generally regular in depositing undisputed statutory dues with appropriate authorities including provident fund, investor education & protection fund, employees'' state insurance, Income Tax, Fringe Benefit Tax, VAT tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/Education Cess and other statutory dues applicable to it.

b. According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess which are outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

10 The company has neither accumulated losses as at 31st March, 2013 nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. The Company has not taken any loan from banks or financial institutions therefore the provisions of this clause are not applicable to the Company.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a Chit Fund, Nidhi or mutual benefit Society. Hence the requirement of item (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal control, the Company has maintained proper records of the transaction and contracts of the investments dealt in by the Company and timely entries have been made therein. The Company in its own name has held the aforesaid securities.

15. 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.

16. According to the information and explanations given to us, during the year Company has not raised any new term loans.

17. According to the information and explanations given to us and on the basis of examination of cash flow statement and other records 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 investment.

18. According to the information and explanations given to us, no preferential allotment of shares have been made by the Company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20. The Company has not raised capital by the public issue. Hence the requirements of clause (xx) of paragraph 4 of the Order is not applicable to the Company.

21. Based upon the audit procedures performed and 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.

Shiv Saroj & Associates Chartered Accountants

Shiv Shanker Gupta Partner M. No. FCA 84233 FRN 019715N

Place: New Delhi-110 001 Dated: June 25, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Asia Capital Limited as at 31st March 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto for the year ended on that date. These financial statements are the responsibility of the Company,s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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.

3. As required by the Companies (Auditors Report) Order, 2003 and amendments thereto issued by the Central Government in terms of Section 227(4A) of the Companies Act 1956, we annex hereto, a statement on the matters specified in paragraphs 4 of the said order.

4. Further to our comments in the annexure referred to 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 purpose of our Audit.

(b) 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 those books.

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

(d) 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.

(e) On the basis of written representations received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that, none of the directors are disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) 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 read together with notes on accounts as per schedule H and subject to:

Note No. 4 of notes on accounts regarding show cause notice for compulsory delisting of company from Delhi Stock Exchange Limited due to non compliance of Listing requirements

and read with all the notes thereon 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 the affairs of the Company as at 31st March 2012, and

ii) In the case of the PROFIT & LOSS ACCOUNT of the profit for the year ended on that date.

Referred to in paragraph 1 of our report of even date on the account of ASIA CAPITAL LIMITED for the year ended March 31, 2012

1. The Company has maintained proper records showing full particulars including details and situation of fixed assets on the basis of information available. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodically manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No discrepancies were noticed on such verification.

None of the fixed assets have been disposed off during the year.

2. The Company does not have any Inventories. Hence the requirements of clause (ii) of paragraph 4 of the Order is not applicable to the Company.

3. As per the information furnished, the Company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act 1956. Accordingly, clauses III (b), III (c), III (d) of paragraph 4 of the order are not applicable to the Company for the current year.

4. In our opinion, and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for purchase and sales of shares, securities and other investments. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5. a. According to information and explanation given to us, we are of the opinion that transactions needed to be entered into the register maintained under section 301 of the Companies Act 1956 have so entered.

b. in our opinion and according to information and explanation given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6. The Company being a "Non-Banking Financial Company", Section 58A, 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975 is not applicable to the Company. During the year the Company has not accepted any deposits from public falling under the purview of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Direction 1998.

7. The Company does not have an independent internal audit system, however in our opinion, the existing internal control procedures are adequate, considering the size and nature of the business of the Company.

8. The Company being a "Non-Banking Financial Company". Hence the requirement of clause (viii) of paragraph 4 of the Order is not applicable to the Company.

9. a. The Company is generally regular in depositing undisputed statutory dues with appropriate authorities including provident fund, investor education & protection fund, employees, state insurance, Income Tax, Fringe Benefit Tax, VAT tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/Education Cess and other statutory dues applicable to it.

b. According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess which are outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

10. The Company has no accumulated losses at the end of financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. The Company has not taken any loan from banks or financial institutions therefore the provisions of this clause are not applicable to the Company.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a Chit Fund, Nidhi or mutual benefit Society. Hence the requirement of item (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal control, the Company has maintained proper records of the transaction and contracts of the investments dealt in by the Company and timely entries have been made therein. The Company in its own name has held the aforesaid securities.

15. 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.

16. According to the information and explanations given to us, during the year Company has not raised any new term loans.

17. According to the information and explanations given to us and on the basis of examination of cash flow statement and other records 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 investment.

18. According to the information and explanations given to us, no preferential allotment of shares have been made by the Company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20. The Company has not raised capital by the public issue. Hence the requirements of clause (xx) of paragraph 4 of the Order is not applicable to the Company.

21. Based upon the audit procedures performed and 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.

Auditor,s Report of ASIA CAPITAL LIMITED for the year ended 31st March 2012 as required by the Non-Banking Financial Companies Auditor,s Report (Reserve Bank) Directions, 2008 on the matters of supervisory concern to the Reserve Bank of India as specified in the said directions.

A. I The Company has granted certificate for registration as Non-Banking Financial Companies under the Non-Banking Financial Companies Regulations vide Certificate No. B-14.01730 dated 2nd June 2000 by the Regional Office, Delhi of Reserve Bank of India. The Company is engaged in the business of Non- Banking Financial Institution.

II In our opinion and as per the information and explanation given to us, the Company is entitled to continue to hold Certificate of Registration in term of its asset/income pattern as on March 31 of the applicable year.

III In our opinion and as per the information and explanation given to us, the Company is not classified as Asset Finance Company (AFC).

B. The matter prescribed in Part B of the Report are not applicable since Company is not accepting/holding any public deposit.

C. i) As per the information and explanation given to us, the Board of Directors of the Company has passed a resolution for non-acceptance of any public deposit.

ii) In our opinion and as per the information and explanation given to us, the Company has not accepted any public deposit during the relevant year.

iii) In our opinion and as per the information and explanations given to us, the Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisions for bad and doubtful debts as applicable to it in term of Non-Banking Financial (Non- Deposit Accepting or holding) Companies Prudential Norms (Reserve Bank) Direction, 2007.

iv) As the Company is not a Systemically Important Non-Deposit taking NBFCs as defined in paragraph 2(1) (xix) of the Non-Banking Financial (Non- Deposit Accepting or holding) Companies Prudential Norms (Reserve Bank) Direction, 2007, hence it is not applicable to the Company

D. Part D of the report is not applicable to the Company.

For SHIV SAROJ & ASSOCIATES CHARTERED ACCOUTANTS

SHIV SHANKER GUPTA PARTNER M. No. 84233 FRN 019715N

Place: New Delhi-110 001 Dated: June 28, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Asia Capital Limited as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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.

3. As required by the Companies (Auditors Report) Order, 2003 and amendments thereto issued by the Central Government in terms of Section 227(4A) of the Companies Act 1956, we annex hereto, a statement on the matters specified in paragraphs 4 of the said order.

4. Further to our comments in the annexure referred to 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 purpose of our Audit.

(b) 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 those books.

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Profit & 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 March 2011 and taken on record by the Board of Directors, we report that, none of the directors are disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) 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 read together with notes on accounts as per schedule H and subject to:

Note No. 4 of notes on accounts regarding show cause notice for compulsory delisting of company from Delhi Stock Exchange Limited due to non compliance of Listing requirements

and read with all the notes thereon 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 the affairs of the Company as at 31st March 2011, and

ii) In the case of the PROFIT & LOSS ACCOUNT of the profit for the year ended on that date.

iii) In the case of CASH FLOW STATEMENT of the cash flows for the year ended on that date.

Referred to in paragraph 1 of our report of even date on the account of ASIA CAPITAL LIMITED for the year ended March 31, 2011

1. The Company has maintained proper records showing full particulars including details and situation of fixed assets on the basis of information available. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodically manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No discrepancies were noticed on such verification.

None of the fixed assets have been disposed off during the year.

2. The Company does not have any Inventories. Hence the requirements of clause (ii) of paragraph 4 of the Order is not applicable to the Company.

3. As per the information furnished, the Company has not granted or taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act 1956. Accordingly, clauses III (b), III (c), III (d) of paragraph 4 of the order are not applicable to the Company for the current year.

4. In our opinion, and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for purchase and sales of shares, securities and other investments. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5. a. According to information and explanation given to us, we are of the opinion that

transactions needed to be entered into the register maintained under section 301 of the Companies Act 1956 have so entered.

b. in our opinion and according to information and explanation given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6. The Company being a "Non-Banking Financial Company", Section 58A, 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975 is not applicable to the Company. During the year the Company has not accepted any deposits from public falling under the purview of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Direction 1998.

7. The Company does not have an independent internal audit system, however in our opinion, the existing internal control procedures are adequate, considering the size and nature of the business of the Company.

8. The Company being a "Non-Banking Financial Company". Hence the requirement of clause (viii) of paragraph 4 of the Order is not applicable to the Company.

9. a. The Company is generally regular in depositing undisputed statutory dues with appropriate authorities including provident fund, investor education & protection fund, employees'' state insurance, Income Tax, Fringe Benefit Tax, VAT tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/Education Cess and other statutory dues applicable to it.

b. According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess which are outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

10. The Company has no accumulated losses at the end of financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. The Company has not taken any loan from banks or financial institutions therefore the provisions of this clause are not applicable to the Company.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a Chit Fund, Nidhi or mutual benefit Society. Hence the requirement of item (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal control, the Company has maintained proper records of the transaction and contracts of the investments dealt in by the Company and timely entries have been made therein. The Company in its own name has held the aforesaid securities.

15. According to the information and explanations given to us, FDR of Rs. 25.50 Lacs are under lien with Kotak Mahindra Bank Limited against Buyer Credit Limit given to D.M. International Pvt. Ltd. in which some of the Directors are interested either as Director or Shareholder.

16. According to the information and explanations given to us, during the year Company has not raised any new term loans.

17. According to the information and explanations given to us and on the basis of examination of cash flow statement and other records 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 investment.

18. According to the information and explanations given to us, no preferential allotment of shares have been made by the Company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20. The Company has not raised capital by the public issue. Hence the requirements of clause (xx) of paragraph 4 of the Order is not applicable to the Company.

21. Based upon the audit procedures performed and 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.

Auditor''s Report of ASIA CAPITAL LIMITED for the year ended 31st March 2011 as required by the Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008 on the matters of supervisory concern to the Reserve Bank of India as specified in the said directions.

A. I The Company has granted certificate for registration as Non-Banking Financial Companies under the Non-Banking Financial Companies Regulations vide Certificate No. B-14.01730 dated 2nd June 2000 by the Regional Office, Delhi of Reserve Bank of India. The Company is engaged in the business of Non- Banking Financial Institution.

II In our opinion and as per the information and explanation given to us, the Company is entitled to continue to hold Certificate of Registration in term of its asset/income pattern as on March 31 of the applicable year.

III In our opinion and as per the information and explanation given to us, the Company is not classified as Asset Finance Company (AFC).

B. The matter prescribed in Part B of the Report are not applicable since Company is not accepting/holding any public deposit.

C. i) As per the information and explanation given to us, the Board of Directors of the Company has passed a resolution for non-acceptance of any public deposit.

ii) In our opinion and as per the information and explanation given to us, the Company has not accepted any public deposit during the relevant year.

iii) In our opinion and as per the information and explanations given to us, the Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisions for bad and doubtful debts as applicable to it in term of Non-Banking Financial (Non- Deposit Accepting or holding) Companies Prudential Norms (Reserve Bank) Direction, 2007.

iv) As the Company is not a Systemically Important Non-Deposit taking NBFCs as defined in paragraph 2(1) (xix) of the Non-Banking Financial (Non- Deposit Accepting or holding) Companies Prudential Norms (Reserve Bank) Direction, 2007, hence it is not applicable to the Company

D. Part D of the report is not applicable to the Company.

For SHIV SAROJ & ASSOCIATES CHARTERED ACCOUTANTS

SHIV SHANKER GUPTA PARTNER M. No. 84233 FRN 019715N

Place: New Delhi-110 001 Dated: June 14, 2011

 
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