Mar 31, 2018
1. Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Batliboi Limited (âthe Companyâ), which comprises of Balance Sheet as at 31st March 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information.
2. Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the 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 judgments 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 the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3. Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view 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 the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
4. Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, of the state of affairs of the Company as at 31st March 2018 and its loss, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
5. Other Matters
The comparative financial information of the company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 prepared in accordance with Ind AS included in these standalone Ind AS financial statements have been audited by the predecessor auditor who had audited the financial statements for the relevant periods. The report of the predecessor auditor on the comparative financial information and the opening balance sheet dated 20th February 2018 expressed an unmodified opinion.
Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory requirements below is not modified in respect of these matters.
6. Report on Other Legal and Regulatory Requirement
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A a statement on the matters specified in the 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 purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder;
(e) On the basis of written representations received from the directors, as on 31st March, 2018 and taken on record by the Board of Directors, none of the director is disqualified as on 31st March 2018 from being appointed as a director in terms of sub section (2) of section 164 of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B; and
(g) With respect to the other matters to be included in the Auditorâs 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 has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statement - refer Note No. 22 to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which provision is required to be made for any material foreseeable losses;
iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure A to the Independent Auditorâs Report
Annexure referred to in para 6(1) of the Independent Auditorsâ Report of even date to the members of Batliboi Limited on the standalone Ind AS financial statements for the year ended 31st March 2018, we report that ;
i) a) As per information and explanations given to us, the Company has maintained Fixed Assets Register. The Company is in process of updating its existing fixed asset register to give quantitative details and the situation of fixed assets.
b) As per information and explanations given to us the Fixed Assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable having regard to the size of the operations of the Company and on the basis of explanations received no material discrepancies were noticed during the verification.
c) According to the information and explanation given to us and the records of immovable properties of land which are freehold land and disclosed as fixed assets in the standalone Ind AS financial statements, we report that title deed of immovable property are held in the name of Company.
ii) As per information and explanations given to us the inventory has been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of its business. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been appropriately dealt with.
iii) According to the information and explanations given to us, the Company has not granted any loans or advances, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, the clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act in respect of loans, investments, guarantees, and security.
v) The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.
vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
vii) a) According to the records of the Company, during the year there have been delays on several occasions in depositing undisputed statutory dues such as provident fund, investor education and protection fund, employeeâs state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to the Company with the appropriate authorities for certain part of the year. There were no undisputed amounts payable which are outstanding as on 31st March 2018 for a period of more than six months from the date they became payable.
b) There are no dues of income tax, sales tax, service tax and duty of excise which have not been deposited on account of any dispute except the amount mentioned in the table given below :
Name of the Statute |
Nature of Dues |
Disputed Amount (In Lakhs) |
Period to which it pertains |
Forum where pending |
Sales Tax Act of various states |
Sales Tax |
65.23 |
F.Y. 1987 to F.Y. 2000 |
Sales Tax Appellate/Revisiona Authority-up to Commissioner Level |
Sales Tax |
53.08 |
â |
Sales Tax Appellate Tribunal |
|
Central Excise Act 1941 |
Excise Duty |
2.47 |
F.Y 1995-97 |
Central Excise Appellate Tribunal |
Total |
120.78 |
* The Company has filed appeals against the respective order and has paid Rs. 40.40 Lakhs against the dispute.
viii) According to the records of the Company examined by us and information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank.
ix) The company has not raised any money from public and also has not taken any term loan during the year.
x) During the course of our examination of books of account and as far as records/details made available and verified by us and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees has been noticed and reported during the year, nor have we been informed of any such case by the management.
xi) According to the information and explanations given to us and based on verification of records, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii) As the company is not a Nidhi company clause 3(xii) of the Order are not applicable to the Company.
xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.
xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv) According to the records of the Company examined by us and information and explanations given to us, the company has not entered into non cash transactions with the directors or persons connected with them.
xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Annexure B to the Independent Auditorâs Report
Annexure referred to in para 6(2)(f) to the Independent Auditorâs Report of even date to the members of Batliboi Limited on the standalone Ind AS financial statements for the year ended 31st March, 2018.
Report on the Internal Financial Control under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ) We have audited the internal financial controls over financial reporting of Batliboi Limited (âthe Companyâ) as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the standalone Ind AS financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Mukund M. Chitale & Co.
Chartered Accountants
Firm Registration No. 106655W
Place : Mumbai (A. V. Kamat)
Date :22nd May 2018 Partner
M. No. 039585
Mar 31, 2017
TO THE MEMBERS OF BATLIBOI LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of BATLIBOI LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company''s branch at Udhna plant.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments 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 the accounting records, 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 standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 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 audit opinion on the standalone financial statements.
Basis for Qualified Opinion
The Company paid remuneration to the Managing Director in excess of the ceiling under Schedule V of the Companies Act, 2013 by Rs. 80.69 Lakhs from 1st February 2016 to 12th September 2016. The said Managing Director was appointed with effect from 1st February, 2016 and the terms and conditions of such appointment and the remuneration payable to him have been approved by the Board of Directors, the Nomination and Remuneration Committee of the Board and by shareholders in the general meeting of the Company but subject to the approval of Central Government (for which application has been made and is pending) as specified in the Schedule V of the Companies Act, 2013.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone 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, of the state of affairs of the Company as at 31st March, 2017, and its loss and its cash flows for the year ended on that date.
Other Matter
We did not audit the financial statements of Udhna Plant (the branch) included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 6,718.52 Lakhs as at 31st March, 2017 and total revenues of Rs. 7,318.60 Lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements of the said branch have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the branch, is based solely on the report of such branch auditors.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016(âthe Orderâ) issued by the Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the âAnnexure Iâ a statement on the matters specified in the paragraphs 3 and 4 of the said Order.
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 purposes of our audit.
b. Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us.
c. The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us.
e. Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
f. On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
g. The qualification relating to payment of remuneration to the Managing Director in excess of the limits specified in Schedule V of the Companies Act, 2013 is as stated in the Basis for Qualified Opinion paragraph above.
h. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure IIâ.
i. With respect to the other matters to be included in the Auditor''s 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 has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 15-III to the financial statements;
ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 15-XII-D to the financial statements;
iii. There has been no delay in transferring the amounts required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The company has provided requisite disclosures in the financial statements, as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407 (E) dated 8th November,2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016 and such disclosures are in accordance with the books of accounts maintained by the Company - Refer Note 15-XV to the financial statements.
ANNEXURE I TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF BATLIBOI LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2017.
Annexure referred to in our report of even date to the members of Batliboi Limited on the accounts for the year ended 31st March 2017.
(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.;
b. The fixed assets have been physically verified by the management during the year at reasonable intervals having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification were, in our opinion, not material and have been properly dealt with in the books of account.;
c. According to the information and explanations given to us and based on verification of records, the title deeds of immovable properties are held in the name of the Company;
(ii) Physical verification of inventory has been conducted by the management at reasonable intervals during the year except in case of inventory lying with third parties where confirmations have been obtained. The discrepancies noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account;
(iii) Based on audit procedures applied by us and according to the information and explanations given to us, the Company has not granted any loans to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.
(iv) According to the information and explanations given to us, the Company has not granted any loans, investments, guarantees and security during the year to which provisions of Section 185 and 186 of the Act apply.
The Company has given guarantees to banks for credit facilities/ performance guarantees extended by them to BEEL, a related party. The Company has strategic business relationship with the party and the party has extended reciprocal guarantee/ financial assistance on behalf of / to the Company, the terms and conditions of the guarantees are not prima facie prejudicial to the interest of the Company. The said guarantees were approved by the Company by a resolution passed at the Board Meeting dated 27 January, 2012 and in accordance with provisions of the section 372 of the Companies Act, 1956.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Section 73 to 76 or any other relevant provisions of the Act and rules framed there under. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.
(vi) We have broadly reviewed the cost records maintained by the Company in accordance with Section 148(1) of the Act and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) During the year there have been delays on several occasions in depositing undisputed statutory dues such as Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, Cess and Excise Duty with the appropriate authorities. In case of Wealth Tax, Custom Duty and other material statutory dues applicable to it, the company has been regular in depositing the dues with the appropriate authorities;
According to the information and explanations given to us, and the records of the Company examined by us, no undisputed amounts payable in respect of PF, ESIC, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty or Cess were in arrears, as at 31st March 2017 for a period of more than six months from the date they became payable.
(b) In respect of Sales Tax and Excise Duty dues not deposited on account of disputes, the details of amounts involved and the forum where the disputes are pending, are as under
Forum where dispute is pending |
Amount (Rs. Lakhs) |
Sales Tax Appellate / Revisional Authority-up to Commissioner Level |
53.62 |
Sales Tax Appellate Authority-Tribunal |
25.53 |
Central Excise Appellate Tribunal |
1.23 |
pin) On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has not taken any loan from any financial institution or government or by way of issue of debentures.
(ix) The Company has not raised any money from public and also has not taken any term loan during the year.
(x) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees having a material misstatement on the financial statements has been noticed or reported during the year.
(xi) According to the information and explanations given to us and based on verification of records, the Managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013, except in case of the remuneration paid to the Managing Director which is in excess of the ceiling under Schedule V of the Companies Act, 2013 (Refer Basis for Qualified Opinion paragraph in the Auditor''s Report).
(xii) The Company is not a Nidhi company and hence reporting under clause (xii) of the order does not arise;
(xiii) According to the information and explanations given to us and based on verification of records and approvals of the Board of Directors, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;
(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review;
(xv) According to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him;
(xvi) According to the information and explanations given to us, the Company is not a Non Banking Finance Company and therefore is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
ANNEXURE II TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF BATLIBOI LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Batliboi Limited (âthe Companyâ) as of March 31st, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For V. SANKAR AIYAR & CO.
Chartered Accountants
Firm''s Registration No.109208W
Place: Mumbai G. Sankar
Date: 16th May, 2017 Partner
Membership No. 046050
Mar 31, 2016
TO THE MEMBERS OF BATLIBOI LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of BATLIBOI LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company''s branch at Udhna plant.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments 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 the accounting records, 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 standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 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 audit opinion on the standalone financial statements.
Basis for Qualified Opinion
The Company has paid remuneration to the new Managing Director in excess of the ceiling under Schedule V of the Companies Act, 2013 by Rs.16.79 Lacs. The said Managing Director was appointed with effect from 1st February, 2016 and the terms and conditions of such appointment and the remuneration payable to him have been approved by the Board of Directors at its meeting held on 30th January, 2016 based on the recommendation of the Nomination and Remuneration Committee of the Board on 30th January, 2016 but subject to approval of the shareholders in the next general meeting of the Company and the Central Government as specified in the Schedule V of the Companies Act, 2013.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone 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, of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flows for the year ended on that date.
Other Matter
We did not audit the financial statements of Udhna Plant (âthe branchâ) included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs.6,455.41 Lacs as at 31st March, 2016 and total revenues of Rs.7,065.60 Lacs for the year ended on that date, as considered in the standalone financial statements. The financial statements of the said branch have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the branch, is based solely on the report of such branch auditors.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Government of India in terms of Subsection (11) of Section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the âAnnexure Iâ a statement on the matters specified in the paragraphs 3 and 4 of the said Order.
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 purposes of our audit.
b. Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us.
c. The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
d. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us.
e. Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
f. On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
g. The qualification relating to payment of remuneration to the Managing Director in excess of the limits specified in Schedule V of the Companies Act, 2013 is as stated in the Basis for Qualified Opinion paragraph above.
h. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure IIâ.
i. With respect to the other matters to be included in the Auditor''s 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 has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 15-III to the financial statements;
ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 15-XII-D to the financial statements;
iii. There has been no delay in transferring the amounts required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE I TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE TO THE MEMBERS OF BATLIBOI LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2016
(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b. The fixed assets have been physically verified by the management during the year at reasonable intervals having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification were, in our opinion, not material and have been properly dealt with in the books of account.
c. According to the information and explanations given to us and based on verification of records, the title deeds of immovable properties are held in the name of the Company.
(ii) Physical verification of inventory has been conducted by the management at reasonable intervals during the year except in case of inventory lying with third parties where confirmations have been obtained. The discrepancies noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.
(iii) Based on audit procedures applied by us and according to the information and explanations given to us, the Company has not granted any loans to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.
(iv) According to the information and explanations given to us, the Company has not granted any loans, investments, guarantees and security during the year to which provisions of Section 185 and 186 of the Act apply.
The Company has given guarantees to banks for credit facilities/ performance guarantees extended by them to BEEL, a related party. The Company has strategic business relationship with the party and the party has extended reciprocal guarantee/ financial assistance on behalf of / to the Company, the terms and conditions of the guarantees are not prima facie prejudicial to the interest of the Company. The said guarantees were approved by the Company by a resolution passed at the Board Meeting dated 27th January, 2012 and in accordance with provisions of the Section 372 of the Companies Act, 1956.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Section 73 to 76 or any other relevant provisions of the Act and rules framed there under. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.
(vi) We have broadly reviewed the cost records maintained by the Company in accordance with Section 148(1) of the Act and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) a. During the year there have been significant delays in depositing undisputed statutory dues such as Provident Fund,
Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, Cess and Excise Duty with the appropriate authorities. In case of Wealth Tax, Custom Duty and other material statutory dues applicable to it, the Company has been regular in depositing the dues with the appropriate authorities;
According to the information and explanations given to us, and the records of the Company examined by us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty or Cess were in arrears, as at 31st March 2016 for a period of more than six months from the date they became payable.
b. In respect of Sales Tax and Excise Duty dues not deposited on account of disputes, the details of amounts involved and the forum where the disputes are pending, are as under:
Rs. in Lacs
Forum where dispute is pending |
Amount |
Sales Tax Appellate / Provisional Authority-up to Commissioner Level |
53.62 |
Sales Tax Appellate Authority-Tribunal |
25.53 |
Central Excise Appellate Tribunal |
1.23 |
(viii) On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has not taken any loan from any financial institution or government or by way of issue of debentures.
(ix) The Company has not raised any money from public and also has not taken any term loan during the year.
(x) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees having a material misstatement on the financial statements has been noticed or reported during the year.
(xi) According to the information and explanations given to us and based on verification of records, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013, except in case of the remuneration paid to the new Managing Director which is in excess of the ceiling under Schedule V of the Companies Act, 2013 (Refer Basis for Qualified Opinion paragraph in the Auditor''s Report).
(xii) The Company is not a Nidhi company and hence reporting under Clause (xii) of the order does not arise.
(xiii) According to the information and explanations given to us and based on verification of records and approvals of the Board of Directors, all transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.
(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.
(xvi) According to the information and explanations given to us, the Company is not a Non Banking Finance Company and therefore is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
ANNEXURE II TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF BATLIBOI LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Batliboi Limited (âthe Companyâ) as of 31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For V. SANKAR AIYAR & CO.
Chartered Accountants
Firm''s Registration No.109208W
Place: Mumbai ARVIND MOHAN
Date: 6th May, 2016 Partner
Membership No. 124082
Mar 31, 2015
We have audited the accompanying standalone financial statements of
BATLIBOI LIMITED ("the Company"), which comprise the Balance Sheet
as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information, in which are
incorporated the returns for the year ended on that date audited by the
branch auditors of the Company's branch at Udhna plant.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act")
with respect to the preparation of these standalone 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 principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the 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 judgments 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 the accounting records,
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 standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) 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 the disclosures in the financial statements. The
procedures selected depend on the auditor's judgement, 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 that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the 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 audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as
at 31st March, 2015, and its loss and its cash flows for the year ended
on that date.
Emphasis of Matter
Without qualifying our opinion, we draw attention to the Note 15-XIII-A
in the financial statements which indicates that the Company has
incurred cash losses during the current year and in the previous year
and the Company's current liabilities exceeded its current assets as
at Balance Sheet date. Considering the factors stated in the said note,
the preparation of financial statements on going concern basis is not
affected.
Other Matter
We did not audit the financial statements of Udhna Plant (the branch)
included in the standalone financial statements of the Company whose
financial statements reflect total assets of Rs. 7,313.84 Lacs as at 31st
March, 2015 and total revenues of Rs. 8,454.34 lacs for the year ended on
that date, as considered in the standalone financial statements. The
financial statements of the said branch have been audited by the branch
auditors whose reports have been furnished to us, and our opinion in so
far as it relates to the amounts and disclosures included in respect of
these branches, is based solely on the report of such branch auditors.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015
("the Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
In preparing the said statement, we have considered the statements made
under the aforesaid order by the branch auditors who audited the
accounts of the Company's Udhna plant.
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
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us.
(c) The reports on the accounts of the branch offices of the Company
audited under Section 143(8) of the Act by the branch auditors have
been sent to us and have been properly dealt with by us in preparing
this report.
(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account and with the returns received from the branches not
visited by us.
(e) I n our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(f) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(g) With respect to the other matters to be included in the Auditor's
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 has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 15-III to
the financial statements.
ii. The Company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses- Refer Note 15-XII-D to the financial statements.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
ANNEXURE REFERRED TO IN THE AUDITOR'S REPORT TO THE MEMBERS OF
BATLIBOI LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st
MARCH, 2015
(i) a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. The fixed assets have been physically verified by the management
during the year at reasonable intervals having regard to the size of
the Company and the nature of its assets. The discrepancies noticed on
such verification were, in our opinion, not material and have been
properly dealt with in the books of account.
(ii) a. Physical verification of inventory has been conducted by the
management at reasonable intervals during the year except in case of
inventory lying with third parties where confirmations have been
obtained.
b. I n our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
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 is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records have been properly dealt with in the books of account.
(iii) Based on audit procedures applied by us and according to the
information and explanations given to us, the Company has not granted
any loans to companies, firms or other parties covered in the register
maintained under Section 189 of the Companies Act, 2013.
(iv) I n our opinion and according to the information and explanations
given to us, having regard to the explanation that some of the items
purchased are under specific marketing arrangements or goods of
technical specification in respect of which comparable alternative
quotations are not available, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in the
internal control system of the Company.
(v) During the year, the Company has not accepted any deposits from the
public. In this regard there has not been any order by Company Law
Board, National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal.
(vi) We have broadly reviewed the cost records maintained by the
Company in accordance with Section 148(1) of the Act and are of the
opinion that prima facie the prescribed cost records have been
maintained. We have, however, not made a detailed examination of the
cost records with a view to determine whether they are accurate or
complete.
(vii) a. During the year there have been delays in depositing
undisputed statutory dues such as Provident Fund, Employees' State
Insurance, Income Tax, Sales Tax, Service Tax and Excise Duty with the
appropriate authorities. However, there has not been any instance of
non-payment of the aforesaid statutory dues to the appropriate
authorities. In case of Wealth Tax, Custom Duty and other material
statutory dues applicable to it, the company has been regular in
depositing the dues with the appropriate authorities.
According to the information and explanations given to us, and the
records of the Company examined by us, no undisputed amounts payable in
respect of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty or Cess were in arrears, as at 31st March 2015 for a period of
more than six months from the date they became payable.
b. I n respect of Sales Tax and Excise Duty dues not deposited on
account of disputes, the details of amounts involved and the forum
where the disputes are pending, are as under:-
Forum where dispute is pending Amount (Rs. Lacs)
Sales Tax Appellate/Revisional Authority-up to
Commissioner Level 53.62
Sales Tax Appellate Authority-Tribunal 35.66
Central Excise Appellate Tribunal 1.24
c. According to the information and explanations given to us and the
records of the Company, there are no amounts which are required to be
transferred to Investor Education and Protection Fund.
(viii) The Company does not have accumulated losses as at 31st March,
2015. The Company has incurred cash loss during the current financial
year and in the immediately preceding financial year.
(ix) On the basis of verification of records and according to the
information and explanations given to us, the Company has not defaulted
in repayment of dues to banks. The Company has not taken any loan from
any financial institution or by way of issue of debentures.
(x) I n respect of guarantees given by the Company for loans taken by a
related party from banks, having regard to the explanation that the
Company has strategic business relationship with the related party and
the party has extended reciprocal guarantee/charge on its current
assets for financial assistance availed by the Company, the terms and
conditions of the guarantees are, in our opinion, not prima facie
prejudicial to the interests of the Company.
(xi) According to the information and explanations given to us and the
records of the Company examined by us, in our opinion, wherever the
purpose is stipulated by the lender, the term loans raised have been
applied for such purpose.
(xii) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanations given to us, no fraud on or by the Company has been
noticed or reported during the year.
For V. Sankar Aiyar & Co.,
Chartered Accountants
Firm Reg. No. 109208W
sd/-
Place: Mumbai [G. Sankar]
Dated: 9th May, 2015 Partner
Membership No.46050
Mar 31, 2014
Report on the Financial Statements
We have audited the accompanying financial statements of Batliboi
Limited ("the Company"), 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"). 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 but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. 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
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 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 and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") 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.
bb) The report on the accounts of the Company''s Udhna plant audited
under Section 228 by the branch auditors has been forwarded to us as
required by clause (c) of sub-section (3) of the section 228 and have
been dealt with in preparing our report in the manner considered
necessary by us.
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account and with the returns received from branches not visited by us.
d) In our opinion, the Balance Sheet, the 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, 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.
Our statement on the matters specified in para 4 and 5 of the Companies
(Auditors Report) Order, 2003 ("the Order") as amended by the Companies
(Auditor''s Report) (Amendment) Order, 2004, is given below. In
preparing the said statement, we have considered the statements made
under the aforesaid order by the branch auditors who audited the
accounts of the Company''s Udhna plant.
(i) a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. The fixed assets have been physically verified by the management
during the year at reasonable intervals having regard to the size of
the Company and the nature of its assets. The discrepancies noticed on
such verification were, in our opinion, not material and have been
properly dealt with in the books of account.
c. Since there is no disposal of substantial part of fixed assets
during the year, the preparation of financial statements on a going
concern basis is not affected on this account.
(ii) a. Physical verification of inventory has been conducted by the
management at reasonable intervals during the year except in case of
inventory lying with third parties where confirmations have been
obtained.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
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 is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records have been properly dealt with in the books of account.
(iii) Based on audit procedures applied by us and according to the
information and explanations given to us, the Company has not granted
any loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under Section 301 of the Companies
Act, 1956. Therefore, sub-clause (b) to (d) of sub-para (iii) of para 4
of the Order is not applicable.
(iv) a. Based on audit procedures applied by us and according to the
information and explanations given to us, the Company has taken
unsecured loans from two parties covered in the register maintained
under section 301 of the Companies Act, 1956. The maximum amount
involved during the year was Rs. 618.78 Lacs and the year end balance
aggregates Rs. 618.78 Lacs.
b. In our opinion, the rate of interest and other terms and conditions
on which the aforesaid loans have been taken are prima facie, not
prejudicial to the interest of the Company.
c. The Company is regular in repaying the principal amounts on
aforesaid loans taken and has been regular in the payment of interest
wherever stipulated.
(v) In our opinion and according to the information and explanations
given to us, having regard to the explanation that some of the items
purchased are under specific marketing arrangements or goods of
technical specification in respect of which comparable alternative
quotations are not available, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in the
internal control system of the Company.
(vi) a. According to the information and explanations given to us, we
are of the opinion that the particulars of all contracts or
arrangements that need to be entered in the register maintained under
Section 301 of the Companies Act, 1956, have been so entered in a
summarized form.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956, and exceeding the value of Rs. 5,00,000 in
respect of any party, during the year, have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
(vii) During the year, the Company has not accepted any deposits from
the public. In this regard there has not been any order by Company Law
Board, National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal.
(viii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(ix) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules 2011
prescribed by the Central Government under clause (d) of sub-section
(1) of section 209 of the Companies Act, 1956 and are of the opinion
that prima facie the prescribed cost records have been maintained. We
have, however, not made a detailed examination of the cost records with
a view to determine whether they are accurate or complete.
(x) a. During the year there have been delays in depositing undisputed
statutory dues such as Provident Fund, Employees'' State Insurance,
Income-tax, Sales-tax, Service-tax, and Excise-duty with the
appropriate authorities. However, there has not been any instance of
non-payment of the aforesaid statutory dues to the appropriate
authorities. In case of Investor Education Protection Fund, Wealth Tax,
Custom Duty and other material statutory dues applicable to it, the
Company has been regular in depositing the dues with the appropriate
authorities.
b. According to the information and explanations given to us, and the
records of the Company examined by us, no undisputed amounts payable in
respect of income tax, wealth tax, service tax, customs duty, excise
duty or cess were in arrears, as at 31st March, 2014 for a period of
more than six months from the date they became payable.
c. In respect of sales tax and excise duty dues not deposited on
account of disputes, the details of amounts involved and the forum
where the disputes are pending, are as under:- Forum where dispute is
pending Amount (Rs. in Lacs) Sales Tax Appellate / Revisional
Authority-up to Commissioner Level 53.62 Sales Tax Appellate
Authority-Tribunal 35.66 Central Excise Appellate Tribunal 1.24
(xi) The Company does not have accumulated losses as at 31st March,
2014. The Company has incurred cash loss during the current financial
year. However it has not incurred cash loss in the immediately
preceding financial year.
(xii) Based on audit procedures applied by us and according to the
information and explanations given to us, there was no non-payment of
dues to banks during the year.
(xiii) According to the information and explanations given to us and
based on our examination of the books of account, the Company has not
granted any loans or advances on the basis of security by way of pledge
of shares, debentures and other securities.
(xiv) The provisions of special statute applicable to chit fund /
mutual benefit fund / societies are not applicable to the Company.
(xv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause (xiv) of Para 4 of the Order are not applicable.
(xvi) In respect of guarantees given by the Company for loans taken by
a related party from banks, having regard to the explanation that the
Company has strategic business relationship with the related party and
the party has extended reciprocal guarantee / charge on its current
assets for financial assistance availed by the Company, the terms and
conditions of the guarantees are, in our opinion, not prima facie
prejudicial to the interests of the Company.
(xvii) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, wherever the
purpose is stipulated by the lender, the term loans raised during the
year have been applied for such purpose.
(xviii) According to the information and explanations given to us and
on an overall examination of the cash flow statement, short term funds
to the extent of Rs. 580.94 lacs have been used for meeting the losses
incurred during the year. Further the Company has explained that the
steps are being taken to augment long term funds.
(xix) The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the Companies Act, 1956.
(xx) The Company has not issued any secured debentures during the year,
and accordingly, no securities were required to be created.
(xxi) The Company has not raised any money by public issue during the
year. Therefore, the requirement of disclosure by the management on the
end use of money raised by public issue and verification of the same is
not applicable.
(xxii) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanations given to us, no fraud on or by the Company has been
noticed or reported during the year.
For V. Sankar Aiyar & Co.,
Chartered Accountants
Firm Reg. No. 109208W
sd/-
Place: Mumbai [G. Sankar]
Dated: 23rd May, 2014 Partner
Membership No.46050
Mar 31, 2012
1. We have audited the attached balance sheet of Batliboi Ltd., as at
31st March, 2012 and also the profit and loss account and the cash flow
statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Companyths
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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides reasonable basis for
our opinion.
3. As required by the Companies Auditorths Report Order, 2003, issued
by the Company Law Board in terms of sub-section (4A) of section 227 of
the Companies Act, 1956 as amended by the Companies (Auditorths
Report) (Amendment) Order, 2004, 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:Ã
(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 and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us;
(iii) The report on the accounts of Udhna Plant audited by the branch
auditors of the Company has been forwarded to us and has been
appropriately dealt with in preparing our report;
(iv) The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account
and with the audited returns received from the branch of the Company;
(v) In our opinion, the balance sheet, profit and loss account and 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;
(vi) On the basis of written representations received from the
Directors and taken on record by the Board of Directors, we report that
none of the Directors of the Company is disqualified as on 31st March,
2012 from being appointed as Director of the Company under Clause (g)
of sub-section (1) of section 274 of the Companies Act, 1956;
(vii) In our opinion and to the best of our information and according
to the explanations given to us, the said accounts read with the
significant accounting policies and notes forming part of financial
statements give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
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, 2012;
(b) in the case of the profit and loss account, of the profit 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.
ANNEXURE REFERRED TO IN OUR REPORT TO THE MEMBERS OF BATLIBOI LTD. FOR
THE YEAR ENDED 31st MARCH, 2012
Our statement on the matters specified in para 4 and 5 of the Companies
(Auditors Report) Order, 2003 ("the Order") as amended by the
Companies (Auditorths Report) (Amendment) Order, 2004, is given below.
In preparing the said statement, we have considered the statements made
under the aforesaid order by the branch auditors who audited the
accounts of the Companyths Udhna plant.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets have been physically verified by the management
during the year at reasonable intervals having regard to the size of
the Company and the nature of its assets. The discrepancies noticed on
such verification were, in our opinion, not material and have been
properly dealt with in the books of account.
(c) Since there is no disposal of substantial part of fixed assets
during the year, the preparation of financial statements on a going
concern basis is not affected on this account.
(ii) (a) Physical verification of inventory has been conducted by the
management at reasonable intervals during the year except in case of
inventory lying with third parties where confirmations have been
obtained.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
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 is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material and the same have been properly dealt
with in the books of account.
(iii) Based on audit procedures applied by us and according to the
information and explanations given to us, the Company has not granted
any loans, secured or unsecured, to Companies, firms or other parties
covered in the register maintained under Section 301 of the Companies
Act, 1956. Therefore, sub-clause (b) to (d) of sub-para (iii) of para 4
of the Order is not applicable.
(iv) (a) Based on audit procedures applied by us and according to the
information and explanations given to us, the Company has taken
unsecured loans from parties covered in the register maintained under
section 301 of the Companies Act, 1956. The maximum amount involved
during the year was Rs 677 lacs and the year end balance aggregates Rs
677 lacs.
(b) In our opinion, the rate of interest and other terms and conditions
on which the aforesaid loans have been taken are prima facie, not
prejudicial to the interest of the Company.
(c) The Company is regular in repaying the principal amounts on
aforesaid loans taken as stipulated and has been regular in the payment
of interest.
(v) In our opinion and according to the information and explanations
given to us, having regard to the explanation that some of the items
purchased are under specific marketing arrangements or goods of
technical specification in respect of which comparable alternative
quotations are not available, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in the
internal control system of the Company.
(vi) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of all contracts or
arrangements that need to be entered in the register maintained under
Section 301 of the Companies Act, 1956, have been so entered in a
summarized form.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956, and exceeding the value of Rs 5,00,000 in
respect of any party, during the year, have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
(vii) During the year, the Company has not accepted any deposits from
the public. In this regard there has not been any order by Company Law
Board, National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal.
(viii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(ix) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1) (d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
(x) (a) During the year the Company has been regular, except for some
delays in few cases, in depositing undisputed statutory dues including
Provident Fund, Employeesth State Insurance, Income-tax, Investor
Education Protection Fund, Sales-tax, Wealth Tax, Service Tax, Custom
Duty and Excise Duty and other material statutory dues applicable to it
with the appropriate authorities.
(b) According to the information and explanations given to us, and the
records of the Company examined by us, no undisputed amounts payable in
respect of Income-Tax, Wealth-tax, Service-Tax, Customs Duty, Excise
Duty or cess were in arrears, as at 31st March 2012 for a period of
more than six months from the date they became payable.
(c) In respect of Sales Tax and Excise Duty dues not deposited on
account of disputes, the details of amounts involved and the forum
where the disputes are pending, are as under:-
Forum where dispute is pending Amount (Rs Lacs)
Sales Tax Appellate/Revisional Authority-up to
Commissioner Level 53.62
Sales Tax Appellate Authority-Tribunal 35.66
Central Excise Appellate Tribunal 1.24
(xi) The Company does not have accumulated losses as at 31st March,
2012. The Company has not incurred cash loss during the current
financial year and in the immediately preceding financial year.
(xii) Based on audit procedures applied by us and according to the
information and explanations given to us, the Company has not defaulted
in repayment of its dues to Banks during the year.
(xiii) According to the information and explanations given to us and
based on our examination of the books of account, the Company has not
granted any loans or advances on the basis of security by way of pledge
of shares, debentures and other securities.
(xiv) The provisions of special statute applicable to chit fund/mutual
benefit fund/societies are not applicable to the Company.
(xv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause (xiv) of Para 4 of the Order are not applicable.
(xvi) In respect of guarantees given by the Company for loans taken by
a related party from banks, having regard to the explanation that the
Company has strategic business relationship with the related party and
the party has extended reciprocal guarantee/charge on its current
assets for financial assistance availed by the Company, the terms and
conditions of the guarantees are, in our opinion, not prima facie
prejudicial to the interests of the Company.
(xvii) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, wherever the
purpose is stipulated by the lender, the term loans raised during the
year have been applied for such purpose.
(xviii) According to the information and explanations given to us and
on an overall examination of the balance sheet of the Company and the
cash flow statement and considering that the company has taken long
term loan from a bank towards capital expenditure, prima-facie, funds
raised on short term basis have not been utilised for long term
investment.
(xix) The Company- has made preferential allotment of Redeemable
Non-cumulative Preference Shares during the year to a party covered in
the register maintained under section 301 of the Companies Act, 1956.
The price at which these shares have been issued is not prejudicial to
the interest of the company.
(xx) The Company has not issued any secured debentures during the year,
and accordingly, no securities were required to be created.
(xxi) The Company has not raised any money by public issue during the
year. Therefore, the requirement of disclosure by the management on the
end use of money raised by public issue and verification of the same is
not applicable.
(xxii) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanations given to us, no fraud on or by the Company has been
noticed or reported during the year.
For V. Sankar Aiyar & Co.
Chartered Accountants
Firm Regn. No. 109208W
Sd/-
(G. Sankar)
Place : Mumbai, Partner
Date : 23rd May, 2012 Membership No.: 46050
Mar 31, 2011
1. We have audited the attached balance sheet of Batliboi Ltd., as at
31st March, 2011 and also the profit and loss account and the cash flow
statement for the year ended on that date annexed thereto. 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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides reasonable basis for
our opinion.
3. As required by the Companies Auditor's Report Order, 2003, issued
by the Company Law Board in terms of sub-section (4A) of section 227 of
the Companies Act, 1956 as amended by the Companies (Auditor's Report)
(Amendment) Order, 2004, 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 and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us;
iii. The report on the accounts of Udhna Plant audited by the branch
auditors of the Company have been forwarded to us and have been
appropriately dealt with in preparing our report;
iv. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account
and with the audited returns received from the branch of the Company;
v. In our opinion, the balance sheet, profit and loss account and 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;
vi. On the basis of written representations received from the -
directors and taken on record by the Board of Directors, we report
that'none of the directors of the Company is disqualified as on 31st
March, 2011 from being appointed as director of the Company under
Clause (g) of sub-section (1) of section 274 of the Companies Act,
1956;
vii, In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the
significant accounting policies and notes to accounts in schedule 17
give the information required by the Companies Act, 1956, in the manner
so required and give a true and fair view in conformity with accounting
principles generally accepted in India:
(a) I n the case of the balance sheet, of the state of affairs of the
Company as at 31s1 March, 2011.
(b) in the case of the profit and loss account, of the profit 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.
ANNEXURE REFERRED TO IN OUR REPORT TO THE MEMBERS OF BATLIBOI LTD. FOR
THE YEAR ENDED 31st MARCH, 2011
Our statement on the-matters specified in para 4 and 5 of the Companies
(Auditors Report) Order, 2003 ("the Order") as amended by the
Companies (Auditor's Report) (Amendment) Order, 2004, is given below.
In preparing the said statement, we have considered the statements made
under the aforesaid order by the branch auditors who audited the
accounts of the Company's Udhna plant.
1. a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. The fixed assets have been physically verified by the management
during the year at reasonable intervals having regard to the size of
the Company and the nature of its assets. The discrepancies noticed on
such verification were, in our opinion, not material and have been
properly dealt with in the books of account.
c. Since there is no disposal of substantial part of fixed assets
during the year, the preparation of financial statements on a going
concern basis is not affected on this account.
2. a. Physical verification of inventory has been conducted by
the management at reasonable intervals during the year except in case
of inventory lying with third parties where confirmations have been
obtained.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
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 is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material and the same have been properly dealt
with in the books of account.
3. Based on audit procedures applied by us and according to the
information and explanations given to us, the Company has not granted
any loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under Section 301 of the Companies
Act, 1956. Therefore, sub-clause (b) to (d) of sub-para (iii) of para 4
of the Order is not applicable.
4. a Based on audit procedures applied by us and according to
the information and explanations given to us, the company has taken
unsecured loans from four parties covered in the register maintained
under section 301 of the Companies
Act, 1956. The maximum amount involved during the year wasRs. 132.00 Lacs
and the year end balance aggrega tes Rs. 122.00 Lacs.
b. In our opinion, the rate of interest and other terms and conditions
on which the aforesaid loans have been taken are prima facie, not
prejudicial to the interest of the company.
c. The Company is regular in repaying the principal amounts on
aforesaid loans taken as stipulated and has been regular in the payment
of interest.
5. In our opinion and according to the information and explanations
given to us, having regard to the explanation that some of the items
purchased are under specific marketing arrangements or goods of
technical specification in respect of which comparable alternative
quotations are not available, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in the
internal control system of the Company.
6. a. According to the information and explanations given to us,
we are of the opinion that the particulars of all contracts or
arrangements that need to be entered in the register maintained under
Section 301 of the Companies Act, 1956, have been so entered in a
summarized form.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956, and exceeding the value of Rs. 5,00,000 in
respect of any party, during the year, have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
7. During the year, the Company has not accepted any deposits from the
public. In this regard there has not been any order by Company Law
Board, National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal.
8. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
9. The Centra! Government has not prescribed maintenance of cost
records under clause (d) of sub-section (1) of section 209 of the
Companies Act, 1956.
10. a. During the year the Company has generally been regular in
depositing undisputed statutory dues including Provident Fund,
Employees' State Insurance, Income-tax, Investor Education Protection
Fund, Sales-tax, Wealth Tax, Service Tax, Custom Duty and Excise Duty
and other material statutory dues applicable to it with the appropriate
authorities.
b. According to the information and explanations given to us, and the
records of the Company examined by us, no undisputed amounts payable in
respect of income tax, wealth tax, service tax, customs duty, excise
duty or cess were in arrears, as at 31st March 2011 for a period of
more than six months from the date they became payable.
. c. In respect of sales tax and excise duty dues not deposited
on account of disputes, the details of amounts involved and the forum
where the disputes are pending, are as under:-
Forum where dispute is pending Rs. Lacs
Sales Tax Appellate / Revisional
Authority-up to Commissioner Level 53.62
Sales Tax Appellate Authority-Tribunal 35.66
Central Excise Appellate Tribunal 1.24
11. The Company does not have accumulated losses as at 31st March,
2011. The Company has not incurred cash loss during the current
financial year but had incurred cash loss in the immediately preceding
financial year.
12. Based on audit procedures applied by us and according to the
information and explanations given to us, the Company has not defaulted
in repayment of its dues to Banks during the year.
13. According to the information and explanations given to us and
based on our examination of the books of account, the Company has not
granted any loans or advances on the basis of security by way of pledge
of shares, debentures and other securities.
14. The provisions of special statute applicable to chit fund / mutual
benefit fund / societies are not applicable to the Company.
15. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly-the
provisions of Clause (xiv) of Para 4 of the Order are not appiicable.
16. In respect of guarantees given by the Company for loans taken by a
related party from banks, having regard to the
explanation that the Company has strategic business relationship with
the related party and the party has extended reciprocal guarantee /
charge on its current assets for financial assistance availed by the
Company, the terms and conditions of the guarantees are, in our
opinion, not prima facie prejudicial to the interests of the Company.
17. According to the information and explanations given to us and the
records of the Company examined by us, in our opinion, . wherever the
purpose is stipulated by the lender, the term loans raised during the
year have been applied for such purpose.
18. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company and the cash
flow statement, prima-facie, funds raised on short term basis have not
been utilised for long term investment.
19. The Company has made a preferential allotment of Redeemable
Non-cumulative Preference Shares during the year to parties covered in
the register maintained under section 301 of the Companies Act, 1956.
The price at which these shares have been issued is not prejudicial to
the interest of the company.
20. The Company has not issued any secured debentures during the year,
and accordingly, no securities were required to be created.
21. The Company has not raised any money by public issue during the
year. Therefore, the requirement of disclosure by the management on the
end use of money raised by public issue and verification of the same is
not applicable.
22. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanations given to us, no fraud on or by the company has been
noticed or reported during the year.
For V. Sarvfcar Aiyar & Co.
Chartered Accountants
Firm Regn. No-109208W
Sd-
(S. Venkatraman)
Place: Mumbai Partner
Date: 18th May, 2011. Membership No.:034319
Mar 31, 2010
We have audited the attached balance sheet of Batliboi Ltd., as at 31st
March, 2010 and also the profit and loss account and the cash flow
statement 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.
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 misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides reasonable basis for
our opinion.
As required by the Companies Auditors Report Order, 2003, issued by
the Company Law Board in terms of sub-section (4A) of section 227 of
the Companies Act, 1956 as amended by the Companies (Auditors Report)
(Amendment) Order, 2004, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
1. Attention is invited to Note No. 9 of Schedule 17(11) regarding
recognition of deferred tax assets in respect of Unabsorbed
Depreciation/ Loss in Income Tax. According to AS 22 "Accounting for
Tax on Income" evidence is a matter of fact and to be convincing should
be available in the concrete form so as to constitute virtual
certainty. In our opinion improved performance, higher order inflow and
future projections are not convincing evidence so as to satisfy the
test of virtual certainty to recognize Deferred Tax Asset in respect of
Unabsorbed Depreciation / Loss in Income Tax.
2. 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 and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us;
iii. the reports on the accounts of Udhna Plant audited by the branch
auditors of the Company have been forwarded to us and have been
appropriately dealt with in preparing our report;
iv. the balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account
and with the audited returns received from the branch of the Company;
v. in our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the mandatory
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956;
vi. on the basis of written representations received from the directors
and taken on record by the Board of Directors, we report that none of
the directors of the Company is disqualified as on 31st March, 2010
from being appointed as director of the Company under Clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956;
vii. in our opinion and to the best of our information and according to
the explanations given to us, the said accounts subject to para 1 above
which has the effect of understating loss for the year and deferred tax
liability and consequential impact on the reserves and surplus to the
extent of Rs. 278.44 lacs read with the significant accounting policies
and notes to accounts in schedule 17 give the information required by
the Companies Act, 1956, in the manner so required and give a true and
fair view in conformity with 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 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.
ANNEXURE REFERRED TO IN OUR REPORT TO THE MEMBERS OF BATLIBOI LTD. FOR
THE YEAR ENDED 31st MARCH, 2010
Our statement on the matters specified in oara 4 and 5 of the Companies
(Auditors Report) Order, 2003 ("the Order") as amended by the Companies
(Auditors Report) (Amendment) Order, 2004, is given below. In
preparing the said statement, we have considered the statements made
under the aforesaid order by the branch auditors who audited the
accounts of the Companys Udhna plant.
1. a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. On the basis of the information and explanations given to us, we
are of the opinion that the fixed assets have been physically verified
by the management during the year at reasonable intervals having regard
to the size of the Company and the nature of its assets. The
discrepancies noticed on such verification were, in our opinion, not
material and have been properly dealt with in the books of account.
c. Since there is no disposal of substantial part of fixed assets
during the year, the preparation of financial statements on a going
concern basis is not affected on this account.
2. a. On the basis of the information and explanations given to us,
we are of the opinion that the physical verification of inventory has
been conducted by the management at reasonable intervals during the
year except in case of inventory lying with third parties where
confirmations have been obtained.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. On the basis of our examination of the records of inventory, we are
of the opinion that, the Company is maintaining proper records of
inventory. Discrepancies noticed on physical verification of inventory
were, in our opinion, not material, and the same have been properly
dealt with in the books of account.
3. According to the information and explanations given to us, the
Company has, during the year, not granted any loans, secured or
unsecured to companies, firms or other parties covered in the
registermaintainedunderSection301 of the Companies Act, 1956.
Therefore paragraph 4(iii)(b), (c) and (d) of the Order is not
applicable.
4. a. According to the information and explanations given to us,
the company had taken unsecured loan in the earlier year front a
party covered in the register maintained under section 301 of
the Companies Act, 1956. The said loan has been repaid during the year.
The iTiaximum amojnt involved during the year was Rs. 154.06 Lacs and
he year ?.nd balance aggregates Rs. Nil Lacs.
b. In our opinion, the rate of interest and other terms and conditions
on which the aforesaid loans have been taken are prima facie, not
prejudicial to the interests of the company.
c. The Company is regular in repaying the principal amounts as
stipulated and has been regular in the payment of interest.
5. On the basis of our examination of the books and records of the
Company and according to the information and explanations given to us
and having regard to the explanation that some of the items purchased
are under specific marketing arrangements or goods of technical
specification in respect of which comparable alternative quotations are
not available, in our opinion, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. We have neither come across nor been
informed of any continuing failure to correct major weakness in the
aforesaid internal control system.
6. a. In respect of contracts and arrangements referred to in
Section 301 of the Companies Act 1956, the transactions under those
contracts and arrangements have been entered in a summarised form in
the register required to be maintained underthat section.
b. In our opinion the transactions in pursuance of contracts and
arrangements referred to above made during the financial year have been
made at prices which are reasonable having regard to the prevailing
market prices at the relevant time except in case of some transactions
where we are unable to comment owing to the specialised nature of the
items involved and absence of any comparable prices.
7. During the year, the Company has not accepted any deposits from the
public. In this regard there has not been any order by Company Law
Board, National Company Law Tribunal or Reserve Bank of India orany
Court or any other Tribunal.
8. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
9. As explained to us maintenance of cost records has not been
prescribed by the Central Government under clause (d) of sub-section
(1) of section 209 of the Companies Act, 1956.
10. a. During the year the Company has generally been regular in
depositing undisputed statutory dues including Provident Fund,
Employees State Insurance, Income-tax, Investor Education Protection
Fund, Sales-tax, Wealth Tax, Service Tax, Custom Duty and Excise Duty
and other material statutory dues applicable to it with the appropriate
authorities.
b. According to the information and explanations given to us and the
records of the Company examined by us, there were no dues as at 31s
March, 2010, of income tax, wealth tax, service tax, customs duty or
cess that have not been deposited on account of any dispute. In respect
of sales tax and excise duty dues not deposited on account of disputes,
the details of amounts involved and the forum where the disputes are
pending, are as under: -
Forum where dispute is pending Amount (Rs. Lacs)
Sales TaxAppellate/Revisional 54.04
Authority-up to Commissioner Level
Sales Tax Appellate Authority-Tribunal 35.66
Central Excise Appellate Tribunal 1.24
11. The Company does not have accumulated losses as at 31st March,
2010. The Company has incurred cash loss during the current financial
year and in the immediately preceding financial year.
12. On the basis of the information and explanations given to us and
the records of the Company examined by us, the Company has not
defaulted in repayment of its dues to Banks during the year. The
Company has during the year not taken any loans from Financial
Institutions and has not issued any debentures.
13. According to the information and explanations given to us, the
Company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities.
14. The provisions of special statute applicable to chit fund / mutual
benefit fund / societies are not applicable to the Company.
15. In respect of the Companys dealing in shares and other
investments, proper records have been maintained of the transactions
and contracts and timely entries have been made therein. The shares,
securities, debentures and other investments held by the Company have
been held in its own name except to the extent of the exemption granted
under section 49 of the Companies Act, 1956.
16. In respect of guarantees given by the Company for loans taken by
other parties from banks, having regard to the explanation that the
Company has strategic business relationship with the parties and the
parties have extended reciprocal guarantee / financial assistance on
behalf of / to the Company, the terms and conditions of the guarantees
are, in our opinion, not prima facie considered prejudicial to the
interests of the Company.
17. According to the information and explanations given to us and the
records of the Company examined by us, in our opinion, wherever the
purpose is stipulated by the lender, the term loans raised during the
year have been applied for such purpose.
18. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that prima-facie, as on 31 March, 2010, funds raised on
short term basis have not been utilised for long term investments.
19. The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the Companies Act, 1956.
20. The Company has not issued any secured debentures during the year,
and accordingly, no securities were required to be created.
21. The Company has not raised any money by public issues during the
year. Therefore the requirement of disclosure by the man- agement on
the end use of money raised by public issues and verification of the
same is not applicable.
22. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanations given to us, no fraud on or by the company has been
noticed or reported during the year.
For V. Sankar Aiyar & Co.
Chartered Accountants
(S. Venkatraman)
Partner
Membership No.:034319
Firm Regn. No.: 109208 W
Place: Mumbai
Date: 8th May, 2010