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Auditor Report of BCL Enterprises Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of BCL Enterprises Limited, which comprise the Balance Sheet as at 31 March 2015 and, the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date, and a summary of significant accounting policies and other explanatory information ("financial statements").

2 Management's Responsibility for the 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 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.

3 Auditor's Responsibility

Our responsibility is to express an opinion on these 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 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, 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 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 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 31 March 2015, and its profit and its cash flows for the year ended on that date.

5 Report on Other Legal and Regulatory Requirements

a) 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, to the extent applicable.

b) As required by section 143(3) of the Act, we report that:

(i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

(iii) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Standards Specified under section 133 of the Companies Act, 2013 , read with the Rule 7 of the Companies (Accounts) Rules 2014.

(v) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(vi) 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 does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred, to the Investor Education and protection fund

Annexure referred to in paragraph 5 of the Independent Auditor's Report to the Members of BCL Enterprises Limited on the financial statements for the year ended 31 March 2015

1. (a) The company has maintained proper records of fixed Assets showing full particulars including quantitative details and situation thereof

(b) According to the information and explanations given to us, the Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year. As informed to us, no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

2. The Company is a Non-Banking Financial Company (NBFC), primarily engaged in the lending business and does not hold any physical inventories. Accordingly, paragraph 3 (ii) of the Order is not applicable to the Company.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to the Companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3 (iii) of the Order is not applicable

4. In our opinion and according to the information and explanation given to us during the course of our audit, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business of trading in shares and securities. During the course of our audit, no major weakness has been noticed in the internal controls.

5. According to the information and explanations given to us, the Company has not accepted any deposits during the year

6. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the business activities carried out by the Company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company the provisions of Provident Fund Act, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty, Excise Duty and cess etc. are not applicable to the Company. The Company is regular in depositing its statutory dues in respect of Income Tax with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable

(b) According to the information and explanations given to us, there are no disputed dues of Income tax which have not been deposited with the appropriate authorities.

(c) As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. The Company did not have any term loan outstanding during the year

12. According to the information and explanations given to us by the management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For R.K.Rathi & Co. CHARTERED ACCOUNTANT Firm Registration No: 010695N

Sd/- R.K.Rathi PROPRIETOR (M.No. 086189)


Mar 31, 2012

We have audited the attached Balance Sheet of Baiaji Commercials Limited as at 31st March 2012 and the Statement of Profit & Loss annexed therein 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.

We have conducted our audit in accordance with Accounting 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 a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003 notified by the Central Government of India, in the Department of Company Affairs (vide Notification No. G.S.R. 480(E) dated 12.06.2003) in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (1 of 1956), we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report that: -.

1. 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:

2. 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;

3. The Balance Sheet and Statement of Profit & Loss dealt with by this report are in agreement with the books of accounts;

4. In our opinion the said Balance sheet and Statement of Profit & Loss comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 in so far as they apply to the Company;

5. On the basis of written presentations received from the Directors as on 31st March 2012, we report that none of the directors are disqualified as on 31s" March 2012 from being appointed as a director in terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the accounts give the information required by the Companies Act, 1956 in the manner so required and subject to notes appended thereto, give a true and fair SLA

Annexure to the Auditors Report on the Accounts of Balaji Commercials Limited, (Referred to in Paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2012)

1. (a) The company has maintained proper records of fixed Assets showing full particulars including quantitative details and situation thereof

(b) The Company has regular programmes of physical verification of its fixed assets which in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. In accordance with this programme, the management during the year physically verified certain assets and no discrepancies were noticed on such verification.

(c) During the year, none of the fixed assets have been disposed off.

2. (a) As per information and explanation given to us, the management during the year at reasonable intervals has physically verified the stock of Securities & Shares.

(b) The procedure of physical verification of stock of shares followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of stock of shares and as explained to us, no discrepancy has been noticed on physical verification of shares as compared to book record.

3. (a) The Company has not granted any loans, secured and unsecured to /from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Since the Company has not granted any loans, secured and unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 accordingly the provision requiring that, whether the rate of interest and other terms and conditions of loan given by the Company, secured and unsecured are prima facie prejudicial to the interest of the Company, is not applicable to the Company.

(c) The Company has not granted any loans, secured and unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 accordingly the provision requiring that, whether the payment of principal amount and interest are also regular, is not applicable to the Company.

(d) Since the Company has not granted any loans, secured and unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 accordingly the provision requiring that, if the overdue amount is more than Rs. 1 lac, whether reasonable steps have been taken by the Company for recovery of the principal and interest, is not applicable to the Company.

(e) The Company has not taken any loans, secured and unsecured to /from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Since the Company has not taken any loans, secured and unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956 accordingly the. provision requiring that, whether the rate of interest and other terms and conditions of loan taken by the Company, secured and unsecures are prima facie prejudicial to the interest of the Company, is not applicable to the

(g) The Company has not Taken any loans, secured and unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 accordingly the provision requiring that, whether the payment of principal amount and interest are also regular,is not applicable to the Company.

4. In our opinion and according to the information and explanation given to us during the course of our audit, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business of trading in shares and securities. During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) Since the Company has not entered into any contracts or arrangements with any Company/Firm/other parties covered in the register maintained under section 301 of the Companies Act, 1956, thus the provision requiring that, whether contracts or arrangements that need to be entered into the register in pursuance of section 301 of the Act have been so entered, is not applicable to the Company.

(b) Since the Company has not entered into any transaction with any Company/firm/other parties covered m the register maintained under section 301 of the Act, thus the provision requiring that, whether each of these transaction exceeding the value of Rs. 5,00,000/- in respect of any party and in any one financial year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, are not applicable to the Company.

6. since the Company has not accepted any deposits from public accordingly the provision requiring that, whether the directives issued by the Reserve Bank of india and the provision of Section 58A and 58AA of the Act and the rules framed there under, were applicable have been complied with, is not applicable to the Company.

7. The Company has internal audit system commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, in respect of products dealt with by the Company.

9. The provisions of Provident Fund Act, investor Education and Protection Fund, Employees State insurance. Sales Tax, Wealth Tax, Customs Duty, Excise Duty and cess etc. are not applicable to the Company. The Company is regular in depositing its statutory dues in respect of Income Tax with the appropriate authorities. The Company does not have any arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they become payable.

(b) as per records of the Company, there are no undisputed amounts payable as at 31st March, 2012 in respect of Income Tax, Wealth Tax. Custom Duty & Excise Duty etc.

10. The Company has been registered for a period of more than five years and the Company has neither incurred any cash losses in such financial year nor incurred any cash losses in the financial year immediately preceding such financial year,

11. The Provisions requiring that, whether the Company has defaulted in repayment of dues to a financial institution or Bank or Debenture holders etc. are not applicable to the Company.

12. The Provisions requiring that, whether adequate documents and records are maintained, in cases where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, are not applicable to the Company.

13. The Provisions requiring that, whether the provisions of any special statute applicable to chit fund have been duly complied with, are not applicable to the Company.

14. The Company is dealing in shares and securities. The Company has maintained proper records of the transactions and contracts and also has made timely entries of the transactions. We also report that the Shares, Securities, Debenture and other Securities have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from Banks or financial institutions, hence the provisions requiring whether the terms and conditions whereof are prejudicial to the interest of the Company, are not applicable to the Company.

16. The provisions requiring that, whether term loans were applied for the purpose for which the loans were obtained, are not applicable to the Company.

17. The Provisions requiring that, whether the funds on short-term basis have been used for long term investment and vice-versa, are not applicable to the Company.

18. The Company has not made any preferential allotment of shares to Companies, firm or other parties covered in the Register maintained under section 301 of the Act. Accordingly, the provisions requiring that, the price at which shares have been issued is prejudicial to the interest of the Company are not applicable to the Company.

19. The provisions requiring that, securities have been created in respect of debentures issued, are not applicable to the Company,

20. The provisions requiring that, whether the management has disclosed the end use of money raised by public issues and the same has been verified are not applicable to the Company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR R.K. RATHI & CO. CHARTERED ACCOUNTANTS Firm Reg, No. 10695N

R.K. RATHI Place: New Delhi PROPRIETOR Date: 31st August, 2012 (M.No. 86189)

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