Mar 31, 2023
To the Members of Heubach Colorants India Limited (formerly Clariant Chemicals (India) Limited)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
We have audited the accompanying financial statements of Heubach Colorants India Limited (formerly Clariant Chemicals (India) Limited) (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (âthe Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and profit, other
comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.
Sr. No |
Key Audit matter |
How the Key Audit matter was addressed in our audit |
7. Assessed and validated the appropriateness and adequacy of disclosures in the financial statements in compliance with Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets and Ind AS 12 Income Tax. |
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended March 31, 2023. This matter is addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.
Information Other than the Financial Statements and Auditor''s Report Thereon
The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor''s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
We give in ''''Annexure Aâ a detailed description of Auditor''s responsibilities for Audit of the Financial Statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 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 accounts as required by law have been kept by the Company so far as it appears from our examination of those books including daily back-up of books of accounts and other books and papers maintained in electronic mode. However, the servers for the back-up of books of accounts and other books and papers of the company maintained in
electronic mode are physically located outside India.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Câ.
(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 35 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.
iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. 1. The Management has represented
that, to the best of it''s knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
2. The Management has represented, that, to the best of it''s knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
3. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.
v. The Company has neither declared nor paid any dividend during the year.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.
For M S K A & Associates
Chartered Accountants ICAI Firm Registration No. 105047W Vishal Vilas Divadkar
Partner
Place: Mumbai Membership No. 118247
Date: May 16, 2023 UDIN: 23118247BGYDKV6637
Mar 31, 2018
Report on the Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying financial statements of Clariant Chemicals (India) Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Ind AS Financial Statements
2. 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 Ind AS financial statements to 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 Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including 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.
5. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2018, and its total comprehensive income (comprising of profit and other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), 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 Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
10. 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, except that the back up of books of accounts and other books and papers maintained in electronic mode has not been maintained over servers physically located in India.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our comment in Paragraph 10 (b) above that the back up of the books of accounts and other books and papers maintained in the electronic mode has not been maintained on servers physically located in India.
(g) With respect to the adequacy of the internal financial controls with reference to Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(h) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its Ind AS financial statements - Refer Note 34.
ii. The Company has long-term contracts including derivative contracts as at March 31, 2018 for which there were no material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls over financial reporting of Clariant Chemicals (India) Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
2. 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 (ICAI). 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 Act.
Auditorsâ Responsibility
3. 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 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 ICAI. 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.
4. 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 financial statements, whether due to fraud or error.
5. 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
6. 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 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 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 financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. 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
8. 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.
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 3A on property, plant and equipment to the financial statements, are held in the name of the Company.
ii. The physical verification of inventory excluding stocks with third parties have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employeesâ state insurance, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax with effect from July 1, 2017 and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of duty of customs and goods and service tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, service tax, duty of excise and value added tax as at March 31, 2018 which have not been deposited on account of a dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (Rs. in lacs) # |
Period to which the amount relates |
Forum where the dispute is pending |
||
Central Sales Tax and Local Sales Tax Acts |
Sales Tax including interest and penalty, as applicable |
2.27 |
1996-97 to 1998-99 |
High Court of Tamil Nadu |
||
628.91 |
1999-00, 2002-03, 2004-05 |
Sales Tax Appellate Tribunals of Maharashtra |
||||
2,243.18 |
1992-93, 1998-99, 2001-02 to 2012-13 |
Appellate Authority - up to Commissionerâs level |
||||
The Central Excise Act, 1944 |
Excise duty including interest and penalty, as applicable |
415.63 |
2000-01 to 2008-09 |
Tribunals of various states |
||
211.52 |
1994-95 to 1997-98, 2000-01 |
Appellate Authority - up to Commissionerâs level |
Service Tax under Finance |
Service Tax including |
131.77 |
1997-98, 2006-07 to 2010-11 |
High Court |
Act, 1994 |
Interest and penalty, as |
11.75 |
2005-06 to 2009-10 |
Tribunals of various states |
applicable |
59.78 |
1996-97, 2002-03 to 2004-05, 2007-08 to 2011-12 |
Appellate Authority - up to Commissionerâs level |
|
Income Tax Act, 1961 |
Income Tax including interest and penalty, as applicable |
2,041.54 |
1982-83 to 1986-87 1989-90, 1991-92, 1993-94, 1995-96, 1997-98 to 2001-02, 2011-12, 2013-14 |
Income Tax Appellate Tribunal |
24.85 |
2001-02 to 2002-03 |
Appellate Authority - up to Commissionerâs level |
||
565.77 |
2007-08 |
Deputy Commissioner of Income Tax (TDS) |
# net of amounts paid under protest.
viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.
ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
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, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. The Company has paid/ provided for 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 and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard 24- Related Party Disclosures specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.
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. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/ N500016
Priyanshu Gundana
Place : Navi Mumbai Partner
Date : May 15, 2018 Membership Number: 109553
Mar 31, 2017
Report on the Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying financial statements of Clariant Chemicals (India) Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31,2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary ofthe significant accountingpolicies and other explanatory information.
Managementâs Responsibility for the Ind AS Financial Statements
2. 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 Ind AS financial statements to 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 Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including 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.
5. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2017, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
9. The financial information of the Company for the fifteen months period ended March 31, 2016 and the transition date opening balance sheet as at January 1, 2015 included in these Ind AS financial statements, are based on the previously issued statutory financial statements for the fifteen months ended March 31, 2016 and the year ended December 31, 2014 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated May 20, 2016 and February 12, 2015 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.
Our opinion is not qualified in respect of this matters.
Report on Other Legal and Regulatory Requirements
10. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), 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 Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
11. 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, except that the back up of the books of accounts and other books and papers maintained in electronic mode has not been maintained on servers physically located in India.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our comment in Paragraph 11(b) above that the backup of the books of accounts and other books and papers maintained in the electronic mode has not been maintained on servers physically located in India.
(g) 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 A.
(h) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2017 on its financial position in its Ind AS financial statements - Refer Note 37.
ii. The Company has made provision as at March 31, 2017, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. The Company did not have any derivative contracts as at March 31, 2017.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017.
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management -Refer Note 49.
ANNEXURE B TO INDEPENDENT AUDITORSâ REPORT
Referred to in paragraph 10 of the Independent Auditorsâ Report of even date to the members of Clariant Chemicals (India) Limited on the Ind AS financial statements as of and for the year ended March 31,2017
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 4 and 5 on fixed assets to the financial statements, are held in the name of the Company.
ii. The physical verification of inventory excluding stocks with third parties have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of lndia, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, profession tax, sales tax and value added tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including employeesâ state insurance, income tax, service tax, duty of customs, duty of excise and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, excise duty and value added tax as at March 31, 2017 which have not been deposited on account of a dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (Rs. in lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
Central Sales Tax Act and Local Sales Tax Acts |
Sales Tax including interest and penalty, as applicable |
2.27 |
1996-97 to 1988-99 |
High Court of Tamil Nadu |
17.88 |
1999-00 |
Sales Tax Appellate Tribunals of Maharashtra |
||
13,804.11* |
1992-93, 1998-99, 2001-02 to 2012-13 |
Appellate Authority - up to Commissionerâs level |
||
The Central Excise Act, 1944 |
Excise duty including interest and penalty, as applicable |
415.63 |
2000-01 to 2008-09 |
Tribunals of various states |
211.52 |
1994-95 to 1997-98, 2000-01 |
Appellate Authority - up to Commissionerâs level |
||
Service Tax under Finance Act, 1994 |
Service Tax including interest and penalty, as applicable |
164.08 |
1997-98, 2005-06 to 2014-15 |
Tribunals of various states |
62.56 |
1996-97, 2002-03 to 2004-05, 2007-08 to 2011-12, 2013-14 |
Appellate Authority - up to Commissionerâs level |
Income Tax Act, 1961 |
Income Tax including interest and penalty, as applicable |
331.93 |
1982-83 to 1986-87, 1989-90, 1991-92, 1993-94, 1995-96, 1997-98 to 2001-02, 2004-05 |
Income Tax Appellate Tribunal |
454.62 |
2006-07, 2001-02 to 2002-03 |
Appellate Authority - up to Commissionerâs level |
||
565.77 |
2007-08 |
Deputy Commissioner of Income Tax (TDS) |
* Subsequent to the year end, the Company has received revised order from the Joint Commissioner of Sales Tax based on which demand has decreased by Rs.8,077.52 lacs.
viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.
ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
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, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. The Company has paid/provided for 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 and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (Ind AS 24), Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
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. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/ N500016
Arvind Daga
Partner
Membership Number 108290
Place: Navi Mumbai
Date: May 23, 2017
Mar 31, 2016
1. We have audited the accompanying financial statements of Clariant Chemicals (India) Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss for the 15 months period from January 1, 2015 to March
31, 2016 (the "period"), the Cash Flow Statement for the period then ended, and a summary of the significant accounting policies
and other explanatory information.
Management''s Responsibility for the Financial Statements
2. 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 to 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and
matters which are required to be included in the audit report.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other
applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and
pronouncements 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.
6. 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 auditors'' 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.
7. 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.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its
profit and its cash flows for the period ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by ''the Companies (Auditor''s Report) Order, 2015'', issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), 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 Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
10. 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, except that the back up of the books of accounts and other books and papers maintained in electronic
mode has not been maintained on servers physically located in India.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement
with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164
(2) of the Act.
(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our comment in
Paragraph 10(b) above that the backup of the books of accounts and other books and papers maintained in electronic mode has not
been maintained on servers physically located in India.
(g) With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and
explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its
financial statements - Refer Note 30;
ii. The Company has made provision as at March 31, 2016, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts. The Company did not have any derivative contracts as at March
31,2016.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Company during the 15 months period ended March 31,2016.
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items
over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its
assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the
period and no material discrepancies have been noticed on such verification.
ii. (a) The inventory excluding stocks with third parties has been physically verified by the Management during the period. In
respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, 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 inventory records, in our opinion, the Company is maintaining proper records of
inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register
maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are
not applicable to the Company.
iv. In our opinion, and according to the information and explanations given to us, having regard to the explanation that, except
for certain items of inventory which are of special nature for which suitable alternative sources do not exist, 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. Further, on the basis of our examination of the books and
records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been
informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the
rules framed there under to the extent notified.
vi. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules
made by the Central Government of India, the maintenance of cost records has been specified under sub- section (1) of Section 148
of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have
not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion,
except for service tax dues during the period in respect of the matter stated below, the Company is regular in depositing
undisputed statutory dues, including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, duty of
customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate
authorities. The extent of the arrears of statutory dues outstanding as at March 31, 2016, for a period of more than six months
from the date they became payable are as follows:
Name Nature of Amount Period to Due DATE Date of
of the dues (Rs, Lakhs) which the payment
statute amount
relates
Service Service Tax 102.20 October Various 07-May-16
Tax under including 2014- dates
Finance interest and September
Act, 1994 penalty 2014
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of
dues of income tax, sales tax, service tax, excise duty and value added tax as at March 31, 2016 which have not been deposited on
account of a dispute, are as follows:
Name Nature of Amount Period to Forum where the
of the dues (Rs, Lakhs) which the dispute is pending
statute amount
relates
Central Sales Tax 2.27 1996-97 to High Court of Tamil
Sales Tax including 1998-99 Nadu
Act and interest and 1788 1999_00 Sa]es Tax Appellate
Local penalty, as Tribunals of
Sales Tax applicable Maharashtra
13356.73 1992-93 to Appellate
2011-12 Authority - up to
Commissioner''s
level
The Excise duty 437.58 1999-00 to Tribunal of various
Central including 2008-09 states
Excide interest and 324.98 1994-95 to Appellate
Act, 1944 penalty, as 1997-9^ Authority - up to
applicable 2000-01, and Commissioner''s
level
2010-11 to
2013-14
Service Service Tax 123.95 2005-06 to Tribunal of various
Tax under including 2010-11 states
Finance interest and ~ 2002-03to Appellate
Act, 1994 penalty, as 2004-05, Authority - up to
applicable 2007-08 to Commissioner''s
level
2012-13
Income Income Tax 438.25 1982-83 to Income Tax
Tax Act including 1986-87, Appellate Tribunal
1961 interest and 1989-90
penalty, as 1991-92,
applicable 1993-94,
1995-96,
1997-98 to
2004-05 and
2006-07
77.60 2001-02, Appellate
2011-12 to Authority - up
to 2012-13 Commissioner''s
level
655.50 2007-08 to Deputy
2014-15 Commissioner of
Income Tax (TDS)
(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated
time in accordance with the provisions of the Companies Act, 1956 and the rules made there under.
viii. The Company has no accumulated losses as at the end of the period and it has not incurred any cash losses in the period
ended on that date or in the immediately preceding financial year.
ix. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the
balance sheet date, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
x. In our opinion, and 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 during the period. Accordingly, the provisions of Clause 3(x) of the
Order are not applicable to the Company.
xi. The Company has not raised any term loans. Accordingly, the provisions of Clause 3(xi) of the Order are not applicable to the
Company.
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, we have neither come across
any instance of material fraud on or by the Company, noticed or reported during the period, nor have we been informed of any such
case by the Management.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/ N500016
Arvind Daga
Partner
Membership Number: 108290
Place: Mumbai
Date: May 20, 2016
Dec 31, 2014
Report on the Financial Statements
1. We have audited the accompanying financial statements of Clariant
Chemicals (India) Limited (the "Company"), which comprise the Balance
Sheet as at December 31, 2014, 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,
which we have signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s Management is responsible for the preparation of
these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company
in accordance with the Accounting Standards notified under the
Companies Act, 1956 (the "Act") read with the General Circular 15/2013
dated September 13, 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors'' Responsibility
3. 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 and other applicable authoritative
pronouncements 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.
4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider 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.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying 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 December 31, 2014;
(b) in the case of the Statement of Profit and Loss, 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.
Other Matter
7 The financial statements of the Company as at December 31, 2013 and
for the year then ended were audited by another firm of chartered
accountants who, vide their report dated February 26, 2014, expressed
an unmodified opinion on those financial statements.
Report on Other Legal and Regulatory Requirements
8. As required by ''the Companies (Auditor''s Report) Order, 2003'', as
amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'',
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Act (hereinafter referred to as the "Order"), 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 Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
9. As required by section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement dealt with by this report comply with the
Accounting Standards notified under the Companies Act, 1956 read with
the General Circular 15/2013 dated September 13, 2013 of the Ministry
of Corporate Affairs in respect of Section 133 of the Companies Act,
2013;
(e) On the basis of written representations received from the directors
as on December 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on December 31, 2014, from
being appointed as a director in terms of clause (g) of sub-section (1)
of section 274 of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 8 of the Independent Auditors'' Report of even
date to the members of Clariant Chemicals (India) Limited on the
Financial Statements as of and for the year ended December 31, 2014)
i. (a) The Company is maintaining proper records showing
full particulars, including quantitative details and situation, of
fixed assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies have been noticed on such verification.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
ii. (a) The inventory excluding stocks with third parties has
been physically verified by the Management during the year. In respect
of inventory lying with third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion, 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 inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
iii. The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Act. Therefore, the
provisions of Clause 4(iii)[(b),(c),
(d) ,(f) and (g)] of the said Order are not applicable to the Company.
iv. In our opinion, and according to the information and explanations
given to us, having regard to the explanation that, except for certain
items of inventory which are of special nature for which suitable
alternative sources do not exist, 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. Further, on the basis of our examination of
the books and records of the Company, and according to the information
and explanations given to us, we have neither come across, nor have
been informed of, any continuing failure to correct major weaknesses in
the aforesaid internal control system.
v. (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 into the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
viii. We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act, and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
ix. (a) According to the information and explanations given to
us and the records of the Company examined by us, in our opinion, the
Company is regular in depositing the undisputed statutory dues,
including provident fund, investor education and protection fund,
employees'' state insurance, income tax, sales tax, wealth tax, service
tax, customs duty, excise duty and other material statutory dues, as
applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income tax, sales tax, service tax and excise duty as at December 31,
2014 which have not been deposited on account of a dispute, are as
follows:
Name of Nature of Amount Period to Forum where
the statute dues ( RS.in which the the dispute is
lakhs) amount pending
relates
Central Sales Tax 2.27 1996-97 to High Court of
Sales Tax including 1998-99 Tamil Nadu
Act and interest: 8,395.88 1999-00
Local Sales and 2004-05 Sales Tax
Tax Acts penalty, as Appellate
applicable Tribunals of
various states
5,082.12 1996-97 to Appellate
1998-99 Authority
- up to
Commissioner''s
level
The Excise 437.58 1999-00 to Tribunals of
Central duty 2008-09 various states
Excise Act, including 213.37 1994-95 to Appellate
1944 interest: 1997-98, Authority
and 2000-01 -up to
penalty, as Commissioner''s
aPPlicable level
Service Service 33.00 2002-03 to Tribunals of
Tax under Tax 2004-05, various states
Finance including 2007-08 to
Act, interest 2012-13
1994 and 161.47 2005-06 to Appellate
penalty,as 2010-11 Authority
applicable - up to
Commissioner''s
level
Income Income 729.96 1983-84 to Income Tax
Tax Tax 1987-88, Appellate
Act, 1961 including 1990-91, Tribunal
interest 1992-93,
and 1994-95,
penalty, as 1996-97,
applicable 1999-00,
2001-02 to
2005-06 and
2007-08
112.21 1995-96, Appellate
1998-99 to Authority
2003-04, - up to
2005-06 Commissioner''s
level
x. The Company has no accumulated losses as at the end of the
financial year and it has not incurred any cash losses in the financial
year ended on that date or in the immediately preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
xii. The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Therefore, the provisions of Clause 4(xii) of the Order are
not applicable to the Company.
xiii. As the provisions of any special statute applicable to chit fund/
nidhi/ mutual benefit fund/ societies are not applicable
to the Company, the provisions of Clause 4(xiii) of the Order are not
applicable to the Company.
xiv. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv) of the Order are not applicable to the
Company.
xv. In our opinion, and 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 during the year.
Accordingly, the provisions of Clause 4(xv) of the Order are not
applicable to the Company.
xvi. The Company has not raised any term loans. Accordingly, the
provisions of Clause 4(xvi) of the Order are not applicable to the
Company.
xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that the no funds raised on short-term basis have been used for
long-term investment.
xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year. Accordingly, the provisions of Clause
4(xviii) of the Order are not applicable to the Company.
xix. The Company has not issued any debentures during the year and
does not have any debentures outstanding as at the beginning of the
year and at the year end. Accordingly, the provisions of Clause 4(xix)
of the Order are not applicable to the Company
xx. The Company has not raised any money by public issues during the
year. Accordingly, the provisions of Clause 4(xx) of the Order are not
applicable to the Company.
xxi. 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, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/ N500016
(Formerly Price Waterhouse, Firm Registration Number: 012754N)
Pradip Kanakia
Partner
Mumbai, February 12, 2015 Membership Number: 39985
Dec 31, 2013
We have audited the accompanying financial statements of CLARIANT
CHEMICALS (INDIA) LIMITED ("the Company"), which comprise the Balance
Sheet as at 31st December, 2013, the Statement of Profit and Loss and
the Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards notified under the Companies
Act, 1956 ("the Act") (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs)
and in accordance with the accounting principles generally accepted in
India. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and
presentation of the fnancial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Management, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st December, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit of the
Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs).
(e) On the basis of the written representations received from the
directors as on 31st December, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st December,
2013 from being appointed as a director in terms of Section 274(1)(g)
of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
(i) Having regard to the nature of the Company''s business / activities
during the year, clauses vi, x, xii, xiii, xv, xvi, xviii, xix and xx
of paragraph 4 of the Order are not applicable to the Company.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification which,
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no material discrepancies were noticed on
such verification.
(c) The fixed assets disposed of during the year, in our opinion, do not
constitute a substantial part of the fixed assets of the Company and
such disposal has, in our opinion, not affected the going concern status
of the Company.
(iii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management except for stocks lying at third party
locations for which confirmations have been obtained and for goods-in-
transit. In our opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956.
(v) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
inventory and fixed assets and the sale of goods and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
(vi) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) Where each of such transaction is in excess of Rs. 5 lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time.
(vii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(viii) 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.
(ix) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
material statutory dues applicable to it with the appropriate
authorities.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Investor Education and Protection Fund, Employees'' State
Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty, Cess and other material statutory dues in arrears as at
31st December, 2013 for a period of more than six months from the date
they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty and Cess which have not been deposited as on
31st December, 2013 on account of disputes are given below:
Statute Nature of Forum where Relating to Amount
Dues Dispute is
pending various years involved
comprise in
the (Rs. in
lakhs)
period
Sales Tax Sales Tax 1996-97 to
High Court 2.27
(Central and (Tax / 1998- 99
State) and Penalty/
Value Added Interest) Appellate
Tribunal 1999- 00 17.88
Tax
1992-93, 1998-
Commissionarate 99, 2001-02
to 5217.53
2009-10
Central Excise Duty 1999-00 to
Appellate
Tribunal 33.75
Excise Act, 2004- 05
1944
1993- 94 to
Commissionarate 668.13
2008- 09
Service Service Tax 2002- 03 to
Commissionarate 223.00
Tax under 2012-13
Finance Act,
Deputy
1994 2010-11 3.67
Commissionarate
Income Tax Income Tax A.Y.
Act, 1961 High Court 1998- 99 and 84.16
2003- 04
811.12
A.Y. 1987-
88 to
Appellate
Tribunal 2005-06,
2007-08
and 2008- 09
A.Y. 2000-01, 550.44
Commissionarate 2002-03 to
2005- 06 and
2009-10
Total 7611.95
(x) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks.
(xi) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments.
(xii) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet of the
Company, we report that funds raised on short-term basis have, prima
facie, not been used during the year for long- term investment.
(xiii) To the best of our knowledge and according to the information
and explanations given to us, no fraud by the Company and no fraud on
the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm Registration No. 117365W)
Uday Neogi
Partner
MUMBAI, 26th February, 2014 (Membership No. 30235)
Dec 31, 2012
1. We have audited the attached Balance Sheet of CLARIANT CHEMICALS
(INDIA) LIMITED ("the Company") as at 31st December 2012, the Statement
of Profit and Loss and the Cash Flow Statement of the Company for the
year ended on that date, both 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 the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor''s Report) Order, 2003 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, 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 in paragraph 3
above, we report as follows :
(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 it 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 dealt with by this report are in
compliance with the Accounting Standards referred to in Section 211(3C)
of the Companies Act, 1956;
(v) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at31 December 2012;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from the
Directors as on 31st December 2012 taken on record by the Board of
Directors, we note that none of the Directors is disqualified as on
31st December 2012 from being appointed as a director in terms of
Section 274(l)(g) of the Companies Act, 1956.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in paragraph 3 of the Auditors'' Report of even date to the
members of Clariant Chemicals (India) Limited on the financial
statements for the year ended 31 December 2012.)
(i) Having regard to the nature of the Company''s business/
activities/result, clauses (vi) and (xiii) of paragraph 4 of CARO are
not applicable.
(ii) In respect of its fixed assets :
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and
explanation given to us, no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventory:
(a) The inventories have been physically verified during the year by
the management except for stocks lying at third party locations for
which confirmations have been obtained and for goods-in-transit. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties listed in the
Register maintained under Section 301 of the Companies Act, 1956.
(v) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
inventory and fixed assets and the sale of goods and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
(vi) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us :
(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) Where each of such transaction is in excess of Rs. 5 Lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time.
(vii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government under
Section 209(l)(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 records with a
view to determine whether they are accurate or complete.
(ix) According to the information and explanations given to us in
respect of statutory dues :
(a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and othermaterial statutory dues
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax,
Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
dues in arrears as at 31st December 2012 for a period of more than six
months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty and Cess which have not been deposited as on
31st December 2012 on account of dispute are given below :
Statute Nature of Forum where
Dues Dispute is pending
Sales Tax Sales Tax High Court
(Central and (Tax/Penalty/
State) and Value Interest)
Added Tax Appellate Tribunal
Commissionarate
Central Excise Excise Duty Appellate Tribunal
Act, 1944
Commissionarate
Service Tax Service Tax Appellate Tribunal
under Finance
Act, 1994 Commissionarate
Deputy
Commissionarate
Income Tax Act, Income Tax High Court
1961
Appellate Tribunal
Commissionarate
Total
Statute Relating to Amount
various years involved
comprise in (Rs. in Lakhs)
the period
Sales Tax 1995-96 to 1998-99 2.27
1999- 00 17.88
1992-93 to 2008-09 4601.35
Central Excise Act, 1944 1999-00 to 2004-05 33.75
1994- 95 to 2008-09 668.13
Service Tax Under Finance
Act, 1994 2004-05 5.12
2002- 03 to 2010-11 172.43
2010-11 3.67
Income Tax Act, 1961 A.Y. 1998- 99 and
2003- 04 110.05
A.Y. 1987- 88 to
2009-10 852.75
A.Y. 2001-02 to
2005-06 74.95
Total 6542.35
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses during the financial
year covered by our audit and the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks and financial institutions.
(xii) In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments.
(xiv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions.
(xv) In our opinion and according to the information and explanations
given to us, no term loans were obtained during the year by the
Company.
(xvi) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on short- term basis have not been used during
the year for long- term investment.
(xvii) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(xviii) According to the information and explanations given to us, the
Company has not issued any secured debentures during the year.
(xix) The Company has not raised any money by way of public issue
during the year.
(xx) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no fraud on the
Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 117365W)
Uday Neogi
MUMBAI, 28th February 2013 (Membership No. 30235)
Dec 31, 2011
1. We have audited the attached Balance Sheet of CLARIANT CHEMICALS
(INDIA) LIMITED ("the Company") as at 31 December 2011, the Profit and
Loss Account and the Cash Flow Statement of the Company for the year
ended on that date, both 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 the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, 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 in paragraph 3
above, we report as follows:
(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 it appears from our examination of
those books;
(iii) the Balance Sheet, the Profit and Loss Account 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 Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(v) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 December 2011;
(b) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from the
Directors as on 31 December 2011 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31 December 2011
from being appointed as a director in terms of Section 274(1)(g) of the
Companies Act, 1956.
Annexure to the Auditors' Report
(Referred to in paragraph 3 of the Auditors' Report of even date to the
members of Clariant Chemicals (India) Limited on the financial
statements for the year ended 31 December 2011.)
(i) Having regard to the nature of the Company's business/
activities/result, clauses (vi) and (xiii) of paragraph 4 of CARO are
not applicable.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and
explanation given to us, no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventory:
(a) The inventories have been physically verified during the year by
the management except for stocks lying at third party locations for
which confirmations have been obtained and for goods-in-transit. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties listed in the
Register maintained under Section 301 of the Companies Act, 1956.
(v) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
inventory and fixed assets and the sale of goods and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
(vi) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) Where each of such transaction is in excess of Rs.5 lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time except in respect of certain purchases for
which comparable quotations are not available and in respect of which
we are unable to comment.
(vii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956 in respect of certain products manufactured by the Company
viz. Dyes and are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the records with a view to
determining whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to
us, the Central Government has not prescribed the maintenance of cost
records for any other product of the Company.
(ix) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax,
Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
dues in arrears as at 31 December 2011 for a period of more than six
months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty and Cess which have not been deposited as on
31 December 2011 on account of dispute are given below:
Forum where Period to Amount
Statute Nature of Dispute which the involved
Dues is pending amount relates Rs in lakhs)
Central
Sales Sales
Tax High Court 1996-1999 2.27
Tax
Act, 1956 (Central
and
and Sales Tax State)
and Appellate
Authorities 1999-2000 17.88
Act of
various Value
Added & Tribunal
states Tax
Commission rate 1992-1993, 4799.39
2001-2009
Central
Excise Excise
Duty Appellate
Authorities 1999-2000, 33.75
Act,
1944 & Tribunal 2000-2004
Commission rate 1994-1997,
2000-2001, 564.44
2003-2005,
2006-2009
Service
Tax Service
Tax Appellate
Authorities 2004-2005 5.12
under
Finance & Tribunal
Act, 1994
Commission rate 2005-2006, 109.35
2009-2011
Income
Tax
Act, Income
Tax Appellate
Authorities A.Y.
1995-1996, 248.15
1961 & Tribunal 2000-2001,
2003-2004
Commission rate A.Y.
1987-1988, 633.69
1992-1993,
1994-1995,
1998-2009
Total 6414.04
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses during the financial
year covered by our audit and the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks and financial institutions.
(xii) In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments.
(xiv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions.
(xv) In our opinion and according to the information and explanations
given to us, no term loans were obtained during the year by the
Company.
(xvi) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on short-term basis have not been used during
the year for long- term investment.
(xvii) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(xviii) According to the information and explanations given to us, the
Company has not issued any secured debentures during the year.
(xix) The Company has not raised any money by way of public issue
during the year.
(xx) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no fraud on the
Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 117365W)
A.C. Khanna
Partner
(Membership No. 17814)
MUMBAI, 17 February 2012
Dec 31, 2010
1. We have audited the attached Balance Sheet of Clariant Chemicals
(India) Limited ("the Company") as at 31st December, 2010, the Profit
and Loss Account and the Cash Flow Statement of the Company for the
year ended on that date, both annexed thereto. These financial
statements are the responsibility of the Companys Management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, 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 in paragraph 3
above, we report as follows:
(a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(e) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st December, 2010;
(ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date and
(iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from the
Directors as on 31st December, 2010 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31st December,
2010 from being appointed as a director in terms of Section 274(1)(g)
of the Companies Act, 1956.
Annexure to the Auditors Report
(Referred to in paragraph 3 of the Auditors Report of even date to the
members of Clariant Chemicals (India) Limited on the financial
statements for the year ended 31st December, 2010.)
(i) Having regard to the nature of the Companys business/activities/
result, clauses (x) and (xiii) of paragraph 4 of CARO are not
applicable.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and
explanation given to us, no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventory:
(a) The inventories have been physically verified during the year by
the management except for stocks lying at third party locations for
which confirmations have been obtained and for goods-in-transit. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties listed in the
Register maintained under Section 301 of the Companies Act, 1956.
(v) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the
items purchased are of special nature and suitable alternative sources
are not readily available for obtaining comparable quotations, there is
an adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
inventory and fixed assets and the sale of goods and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
(vi) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect
of any party, the transactions have been made at prices which are prima
facie reasonable having regard to the prevailing market prices at the
relevant time except in respect of certain purchases for which
comparable quotations are not available and in respect of which we are
unable to comment.
(vii) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
to the deposits accepted from the public. According to the information
and explanations given to us, no order has been passed by the Company
Law Board or the National Company Law Tribunal or the Reserve Bank of
India or any Court or any other Tribunal.
(viii) In our opinion, the internal audit functions carried out during
the year by firms of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(ix) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209(1) (d) of the Companies
Act, 1956 in respect of certain products manufactured by the Company
viz. Dyes and are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the records with a view to
determining whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to
us, the Central Government has not prescribed the maintenance of cost
records for any other product of the Company.
(x) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax,
Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
dues in arrears as at 31st December, 2010 for a period of more than six
months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty and Cess which have not been deposited as on
31st December, 2010 on account of dispute are given below:
Forum where
Statute Nature of Dispute
Dues is pending
High Court
Central Sales Sales Tax
Tax Act, 1956 (Central and
Appellate
and Sales Tax State) and Authorities &
Act of various Value Added Tribunal
states Tax
Commissionarate
Central Excise Excise Duty Appellate
Act, 1944 Authorities
& Tribunal
Commissionarate
Service Tax Service Tax Appellate
under Finance Authorities
Act, 1994 & Tribunal
Commissionarate
Appellate
Authorities
& Tribunal
Income Tax
Income Tax Commissionarate
Act, 1961
Total
Statue Period to Amount
which the involved
amount relates (Rs. in lakhs)
1996-1999 2.27
Central Sales
Tax Act, 1956
and Sales Tax
Act of various
states 1999-2000 17.88
1992-1993 and 2300.61
2001-2007
Central Excise
Act, 1944 1999-2000 33.75
and
2000-2004
1994-1997, 547.15
2000-2001,
2003-2005 and
2006-2007
Service Tax
under Finance
Act, 1994 2004-2005 5.12
2005-2006 and 29.23
2009-2010
A.Y. 1995-1996, 248.15
2000-2001 and
Income Tax
Act, 1961 2003-2004
A.Y. 1987-1988, 1032.53
1992-1993,
1994-1995,
1998-2002 and
2003-2008
Total 4216.69
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks and financial institutions.
(xii) In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments.
(xiv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions.
(xv) In our opinion and according to the information and explanations
given to us, no term loans were acquired during the reporting period by
the Company.
(xvi) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on short-term basis have not been used during
the year for long- term investment.
(xvii) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(xviii) According to the information and explanations given to us, the
Company has not issued any secured debentures during the year.
(xix) The Company has not raised any money by way of public issue
during the year.
(xx) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no fraud on the
Company has been noticed or reported during the year.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117365W)
A. C. Khanna
Partner
(Membership No. 17814)
Mumbai, 24th February, 2011
Dec 31, 2009
1. We have audited the attached Balance Sheet of Clariant Chemicals
(India) Limited, as at December 31, 2009 and also the Proft and Loss
Account and the Cash Flow Statement for the year ended on that date
annexed thereto. These fnancial statements are the responsibility of
the CompanyÃs management. Our responsibility is to express an opinion
on these fnancial 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
fnancial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the fnancial statements. An audit also includes
assessing the accounting principles used and signifcant estimates made
by the management, as well as evaluating the overall fnancial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (AuditorÃs Report) Order, 2003 (the
ÃOrderÃ) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the annexure a statement on the matters specifed in paragraphs 4 and
5 of the said Order to the extent applicable to the Company.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) we have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) in our opinion, proper books of account as required by law have
been kept by the Company, so far as appears from our examination of the
books;
(c) the Balance Sheet, Proft and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) in our opinion, the Balance Sheet, Proft 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;
(e) on the basis of the written representations received from the
directors, as on December 31, 2009 and taken on record by the Board of
Directors, we report that none of the directors of the Company is
disqualifed as on December 31, 2009 from being appointed as a director,
in terms of clause (g) of sub-section (1) of Section 274 of the
Companies Act, 1956; and
(f) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at December 31, 2009;
(ii) in the case of the Proft and Loss Account, of the proft of the
Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash fows for the
year ended on that date.
Annexure to the Auditorsà Report
[Referred to in paragraph 3 of the Auditorsà Report of even date to the
members of Clariant Chemicals (India) Limited on the fnancial
statements for the year ended December 31, 2009.]
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fxed
assets.
(b) The Company has a programme of physical verifcation of fxed assets.
As per the said programme, certain assets were physically verifed
during the year. In our opinion, the frequency of verifcation is
reasonable having regard to the size of the Company and the nature of
its assets. According to the information and explanations given to us,
no material discrepancies were noticed on such verifcation.
(c) In our opinion, fxed assets disposed off during the year were not
substantial. Therefore, the provisions of clause 4(i)(c) of the Order
are not applicable to the Company.
(ii) (a) The inventories have been physically verifed during the year
by the management except for stocks lying at third party locations for
which confrmations have been obtained and for goods-in-transit. In our
opinion, the frequency of verifcation is reasonable.
(b) The procedures of physical verifcation of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory.
The discrepancies noticed on verifcation between the physical stocks
and the book records were not material and have been properly dealt
with in the books of account.
(iii) (a) As informed, the Company has not granted any loans, secured
or unsecured to Companies, frms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
Accordingly, sub-clause (b), (c) and (d) of clause 4(iii) of the Order
are not applicable.
(b) According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from companies,
frms or other parties covered in the register maintained under Section
301 of the Companies Act, 1956. Accordingly, sub-clause (f) and (g) of
clause 4(iii) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of a special nature and suitable alternatives do not
exist for obtaining comparable quotations, there are adequate internal
control systems commensurate with the size of the Company and the
nature of its business with regard to purchases of inventory and fxed
assets and with regard to the sale of goods and services. Further, the
basis of our examination and according to the information and
explanations given to us, we have neither come across nor have we been
informed of any instance of major weaknesses in the aforesaid internal
control systems.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 have been entered
in the register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts and
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 have been made at the prices which are
reasonable having regard to the prevailing market prices at the
relevant time except in case of some transactions where alternate
source of supply did not exist and therefore, no comparison of prices
was possible.
(vi) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A, 58AA or any other relevant provisions of the Companies Act, 1956
and the Companies (Acceptance of Deposits) Rules, 1975 with regard to
the deposits accepted from the public. As informed to us, 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.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
records have been maintained and the prescribed accounts are in the
process of being made up. We have not, however, made a detailed
examination of the records with a view to determining whether they are
accurate or complete.
(ix) (a) According to the records of the Company, Provident Fund,
Investor Education and Protection Fund, Employeesà State Insurance,
Income-tax, Sales-tax, Wealth tax, Service tax, Custom duty, Excise
duty, Cess and other material statutory dues applicable to it have been
generally regularly deposited during the year with the appropriate
authorities. According to the information and explanations given to
us, no undisputed amounts payable in respect of above were in arrears,
as at December 31, 2009 for a period of more than six months from the
date on which they became payable.
(b) According to the records of the Company, Income-tax, Sales-tax,
Wealth tax, Service tax, Customs duty, Excise duty and Cess as
applicable which have not been deposited on account of dispute are as
follows:
(Rs. In Lakhs)
Forum where dispute is pending
Name of Period to
Statute which the
Commissio- Appellate High Total
(Nature of amount narate authorities Court Amount
Dues) Relates
& Tribunal
1992-93, 2001-02,
354.25 -- -- 354.25
2002-03, 2003-04
Sales Tax
(Tax/
Penalty/ 1999-00 -- 17.88 -- 17.88
Interest)
1996-97,1997-98, -- -- 2.27 2.27
1998-99
Total 354.25 17.88 2.27 374.40
1994-97, 2000-
The Central
2001, 2004-2005, 408.64 -- -- 408.64
Excise Act
2006- 2007
(Tax/ Penalty/
Interest)
1999-00, 2000-04 -- 33.75 -- 33.75
Total 408.64 33.75 -- 442.39
2005-06 0.52 -- -- 0.52
Service
Tax
2004-05 -- 5.12 -- 5.12
Total 0.52 5.12 -- 5.64
A.Y. 1987-88,
1992-93 , 1994-95,
2000-01, 2001-02, 602.23 -- -- 602.23
Income
2003-04,2004-05,
Tax (Tax/
2005-06 & 2006-07
Interest)
A.Y. 1995-96,
-- 248.15 -- 248.15
2000-01, 2003-04
Total 602.23 248.15 -- 850.38
(x) The Company does not have any accumulated losses at the end of the
fnancial year and has not incurred cash losses during the fnancial year
covered by our audit and in the immediately preceding fnancial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
fnancial institution, banks or debenture holders.
(xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual beneft fund/ society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company.
(xv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantees for loans taken
by others from banks or fnancial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, no term loans were acquired during the reporting period by
the Company.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Companies Act, 1956.
(xix) The Company has not issued any secured debentures. Therefore the
provisions of clause 4(xix) of the Order are not applicable to the
Company.
(xx) The Company has not raised any money by way of public issue during
the year. Therefore, the provisions of clause 4(xx) of the Order are
not applicable to the Company.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For Deloitte Haskins & Sells
Chartered Accountants
Registration No. 117365W
A. C. Khanna
Partner
Membership No. 17814
Mumbai: February 19, 2010