Jun 30, 2014
We have audited the accompanying financial statements of Elder Health
Care Limited ("the Company") which comprise the Balance Sheet as at
30th June, 2014, and the Statement of Profit and Loss and the Cash Flow
Statement for the year ended on that date, and a summary of significant
accounting policies and other explanatory notes.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation and presentation of
financial statements that give a true and fair view of the financial
position, financial performance and cash flow of the Company in
accordance with applicable Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act")
read with the General Circular 15/2013 dated 13 September 2013 of the
Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. This responsibility includes the designing,
implementing and maintenance of internal control relevant to the
preparation and presentation of financial statements that give a true
and fair view and are free from material misstatement, whether due to
fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of 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 accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our modified audit opinion.
Basis for Qualified Opinion
1. Fixed Assets
Some of the company''s Plant & Machineries acquired/installed have not
been put to use and some have been operational for a small fraction of
the installed capacity. On such assets, the company has not provided
for impairment loss.
Non provision of impairment loss is a departure from AS-28 "Impairment
of Assets" as prescribed under the Act. Management has neither provided
a Technical Evaluation Report nor a Valuation Report in order to arrive
at the fair value and, consequently, quantifying the possible
impairment loss on these assets could not be arrived.
2. Legal suits
As informed, various legal suits have been filed against the Company
under various Acts and Statutes applicable to the Company, the same are
being contested by the Company at various foras. The outcome of such
suites and their impact on the affairs of the Company were not made
available/explained to us.
Emphasis of Matter
We draw attention to Note No. 33 of the Notes annexed to and forming
part of the Financial Statements. The Company''s operations and
operating results have been materially affected due to various factors.
The appropriateness of the going concern assumption is dependent on the
company''s ability to streamline its operations as well as infusing
requisite finance to meet its short term and long term financial
obligations and other statutory liabilities. Based on the mitigating
factor discussed in the said note, management believes that the going
concern assumption is appropriate and no adjustments have been made in
the financial statements for the year ended June 30, 2014.
Our opinion is not qualified in respect of above matter.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the Basis for Qualified Opinion paragraph and Emphasis of
Matter paragraph, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
I. In the case of Balance Sheet, of the state of affairs of the
Company as at 30th June, 2014;
II. In the case of Statement of Profit and Loss, of the Loss of the
Company for the year ended on that date; and
III. In the case of 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 (Auditors'' Report) Order, 2003 ("the
Order"), as amended, issued by the Central Government of India in terms
of sub-section (4A) of the section 227 of the Act, we give in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the said order.
2) As required by section 227 (3) of the Act, we 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 those
books;
c) the Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement referred to in 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
referred to in sub-section (3C) of Section 211 of the Act read with the
General Circular 15/2013 dated 13 September 2013 of the Ministry of
Corporate Affairs in respect of section 133 of the Companies Act, 2013.
e) in absence of written representation from the Directors as on 30th
June, 2014, we could not ascertain whether any of the Director is
disqualified as on 30th June, 2014 from being appointed as director in
terms of Clause (g) of sub- section (1) of section 274 of the Act.
Annexure to the Independent Auditor''s Report
(Referred to in paragraph 1 under ''Report on Legal and Regulatory
Requirements'' section of our report of even date)
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking in to consideration, the information and explanations given to
us during the course of audit, we report that:
(i) (a) The Company has maintained proper records to show full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, some of the fixed assets of the Company have
been physically verified by the management during the year in
accordance with a phased program of verification designed to cover all
the fixed assets over a period of three years, which in our opinion, is
reasonable having regard to the size of the Company and nature of its
assets. The discrepancies noticed on such physical verification were
not material and have been properly dealt with in the books of account.
(c) The fixed assets disposed off during the year were not substantial
and therefore do not affect the going concern status of the Company.
(ii) (a) As explained to us, the inventories have been physically
verified by the management at regular intervals during the year. The
intervals at which the inventories have been verified are, in our
opinion, reasonable in relation to the size of the Company and nature
of its business.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
(c) The Company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory.
(iii) (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Therefore, requirements
of clauses (iii- b), (iii-c) and (iii-d) of the paragraph 4 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 the parties
covered in the register maintained under section 301 of the Companies
Act, 1956. Therefore requirements of clauses (iii-f) and (iii-g) of the
paragraph 4 of the order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventory, fixed assets and for the sale
of goods and services. In our opinion and according to the information
and explanations given to us, there is no continuing failure to correct
major weaknesses in such internal control systems.
(v) (a) In our opinion and according to the information and
explanations given to us, the transactions made in pursuance of
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, transactions made in pursuance to such contracts or
arrangements are specialized in nature and comparable prices are not
always determinable and the price is charged are prima facie
reasonable.
(vi) In our opinion and according to the information and explanations
given to us, the Company, except cases of short term borrowings for
Working Capital requirements, has not accepted any deposits as defined
under sections 58A, of the Companies Act, 1956 and Companies
(Acceptance of Deposits) Rules, 1975.
(vii) The Company has an internal audit system, the scope of which need
to be strengthen commensurate with the size and the nature of its
business.
(viii) The Central Government has prescribed maintenance of Cost
Records under Section 209(1) (d) of the Companies Act, 1956 in respect
of certain manufacturing activities of the Company. We have broadly
reviewed the accounts and records of the Company in this connection 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 same.
(ix) (a) As per information and explanations given to us the Company
has been irregular in depositing the undisputed statutory dues
including Provident Fund, Income tax, sales tax, Profession Tax and
Employees State Insurance and there has been serious delay in many
cases.
The Company has been regular in respect of payments of statutory dues
payable under Customs Duty, Excise Duty and Cess with the appropriate
authorities and there were no undisputed amounts payable in respect of
such dues which have remained outstanding as at 30th June, 2014 for a
period exceeding six months from the date they become payable.
The following undisputed statutory dues were outstanding as on 30th
June 2014 for a period of more than six months from the date they
become payable:
Name of the Statute Nature of the Dues Period to which the
amount Relates
Income Tax Act, 1961 Tax Deducted at April -2013 to
Source Dec-2013
E.P.F.& M.P.F. Act, 1952 Provident Fund
Aug-2012 to
Nov-2012
Dec-2012 to
Sep-2013
Oct-2013
Nov-2013
Dec-2013
Professional Tax Act, 1975 Profession Tax Jul-2013 to
Dec-2013
Employees'' State Insurance Employees'' State Nov -2013 and
Act, 1948 Insurance Fund Dec-2013
Name of the Statute Amount Payment made up to the date
(Rs. ) of Auditor''s Report
Income Tax Act, 1961 7,531,378 Amount not paid till date
E.P.F.& M.P.F. Act, 1952 Amount Paid Date of
Payment
2,174,875 2,174,875 05/08/2014
4,521,189 4,521,189 12/08/2014
434,846 387,801 12/08/2014
426,175 380,018 12/08/2014
413,825 369,573 12/08/2014
Professional Tax Act, 1975 27,318 Amount not paid till date
Employees'' State Insurance 701 Amount not paid till date
Act, 1948
(b) According to the information and explanations given to us, there
are no disputed dues payable in respect of Income tax, sales tax,
service tax, custom duty, excise duty and cess are pending as on 30th
June, 2014.
(x) The Company has accumulated losses of not less than 50% of its net
worth and has incurred cash losses during the financial year covered by
our audit. The company had not incurred cash losses in the immediately
preceding financial year.
(xi) According to information and explanations given to us and based on
the documents and records produced before us, the Company has defaulted
in repayment of dues to banks amounting to Rs. 1,18,36,200/- upto 28th
March, 2014, the date on which the account was assigned and transferred
by the bank to a Assets Reconstruction Company for recovery of
principal and interest thereon.
Since the amount was due and payable to the Assets Reconstruction
Company, the company has not considered the amount payable after 28th
March, 2014 as default in repayment to the bank.
(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 and according to the information and explanations
given to us, the nature of activities of the company does not attract
any special statute applicable to chit fund and nidhi/ mutual benefit
fund/ society
(xiv) The Company has maintained proper records of the transactions and
contracts in respect of dealing in shares, securities and other
investments and timely entries have been made therein. All shares,
securities and other investments have been held by the Company in its
own name.
(xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
and other financial institutions.
(xvi) To the best of our knowledge and belief and according to the
information and explanation given to us by the management the term
loans availed by the Company were, prima facie, applied by the Company
for the purpose for which the loans were obtained.
(xvii) According to the Cash Flow statement and other records examined
by us and the information and explanations given to us, on all overall
basis, funds raised on short term basis, have prima facie, not been
used during the year for long term investments.
(xviii) The company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the companies act, 1956.
(xix) As per information and explanation given to us and based on
records examined by us the company has not issued any debentures during
the year.
(xx) To the best of our knowledge and belief and according to the
information and explanation given to us, the company has not raised any
money through a public issue during the year.
(xxi) In our opinion and according to the information and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year, which causes the financial statements to be materially
misstated.
For S.S.KHANDELWAL & CO.
Chartered Accountants
(Firm Registration No.105064W)
S.S. Khandelwal
Proprietor
(Membership No. 031487)
Mumbai, 28th August, 2014
Jun 30, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Elder Health
Care Limited ("the Company") which comprise the Balance Sheet as at
30th June, 2013, and the Statement of Profit and Loss, and the Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory notes.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation and presentation of
financial statements that give a true and fair view of the financial
position , financial performance and cash flow of the Company in
accordance with applicable Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act 1956 ("the Act").
This responsibility includes: designing, implementing and maintenance
of internal control relevant to the preparation and presentation of
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
control relevant to the Company''s preparation and fair presentation of
financial statements in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:-
i) In the case of Balance Sheet, of the state of affairs of the Company
as at 30th June, 2013;
ii) In the case of Statement of Profit and Loss, of the Profit of the
Company for the year ended on that date; and
iii) In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Emphasis of matter
Some lenders have filed legal cases against the Company and its
Directors under section 138 of Negotiable Instruments Act 1981.
Winding up petition under section 433 and 434 of the Companies Act1956
has also been filed.
As explained to us, the Company in some cases has made part payments
and settlement negotiations are initiated in other cases.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditors'' Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of the section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the said
order.
2) As required by section 227 (3) of the Act, we 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 those
books;
c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement referred to in 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
referred to in sub-section (3C) of Section 211 of the Companies Act
1956.
e) On the basis of the written representation received from the
Directors as on 30th June 2013 and taken on record by the Board of
Directors, none of the Directors is disqualified as on 30th June, 2013
from being appointed as director in terms Clause (g) of sub- section
(1) of section 274 of the Companies Act, 1956.
Annexure to the Independent Auditors'' Report
(Referred to paragraph 1 under ''Report on other Legal and Regulatory
Requirements'' section of our report of even date)
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking in to consideration, the information and explanations given to
us during the course of audit, we report that:
1) a) The Company has maintained proper records to show full
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, some of the fixed assets of the Company have
been physically verified by the management during the year in
accordance with a phased program of verification designed to cover all
the fixed assets over a period of three years, which in our opinion, is
reasonable having regard to the size of the Company and nature of its
assets. The discrepancies noticed on such physical verification were
not material and have been properly dealt with in the books of account,
c) The fixed assets disposed off during the year were not substantial
and therefore do not affect the going concern status of the Company
2) a) As explained to us, the inventories have been physically verified
by the management at regular intervals during the year. The intervals
at which the inventories have been verified are, in our opinion,
reasonable in relation to the size of the Company and nature of its
business.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
c) The Company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory.
3) a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Therefore, requirements
of clauses (iii- b), (iii-c) and (iii-d) of the paragraph 4 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 the parties
covered in the register maintained under section 301 of the Companies
Act. 1956. Therefore requirements of clauses (iii-f) and (iii-g)) of
the paragraph 4 of the order are not applicable.
4) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventory, fixed assets and for the sale
of goods and services. In our opinion and according to the information
and explanations given to us, there is no continuing failure to correct
major weaknesses in such internal control systems.
5) a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of 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, transactions made in pursuance to such contracts or
arrangements are specialized in nature and comparable prices are not
always determinable and the price is charged are prima facie
reasonable.
6) In our opinion and according to the information and explanations
given to us, the Company, except in cases of short term borrowings for
Working Capital requirements, has not accepted any deposits as defined
under sections 58A, of the Companies Act and Companies (Acceptance of
Deposits) Rules, 1975.
7) The Company has an internal audit system, the scope of which need to
be strengthen commensurate with the size and the nature of its
business.
8) The Central Government has prescribed maintenance of Cost Records
under Section 209(1 )(d) of the Companies Act, 1956 in respect of
certain manufacturing activities of the Company. We have broadly
reviewed the accounts and records of the Company in this connection 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 same.
9) a) As per information and explanations given to us the Company has
been irregular in depositing the undisputed statutory dues including
Provident Fund, Income tax, sales tax and Employees State Insurance and
there has been serious delay in many cases.
The Company has been regular in respect of payments of statutory dues
payable under Customs Duty, Excise Duty, Cess and other statutory dues
with the appropriate authorities and there were no undisputed amounts
payable in respect of such dues which have remained outstanding as at
30th June 2013 for a period exceeding six months from the date they
become payable.
Sum ofX 96.95 lacs in respect of Income Tax dues (Tax deducted at
source), Rs. 48.01 lacs in respect of Provident Fund and X 2.76 lacs in
respect of Employees State Insurance were outstanding as on 30th June
2013 for a period of more than six months from the date they become
payable.
b) According to the information and explanations given to us, there are
no disputed dues payable in respect of Income tax, sales tax, service
tax, custom duty, excise duty and cess are pending as on 30th June,
2013.
10) The Company has no accumulated losses and has not incurred any cash
losses during the financial year covered by our audit or in the
immediately preceding financial year.
11) According to information and explanations given to us and based on
the documents and records produced before us, the Company has defaulted
in repayment of dues to banks amounting to X 242.56 lacs as at the
balance sheet date.
12) 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.
13) In our opinion and according to the information and explanations
given to us, the nature of activities of the company does not attract
any special statute applicable to chit fund and nidhi/mutual benefit
fund/society
14) The Company has maintained proper records of the transactions and
contracts in respect of dealing in shares, securities and other
investments and timely entries have been made therein. All shares,
securities and other investments have been held by the Company in its
own name.
15) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
and other financial institutions.
16) To the best of our knowledge and belief and according to the
information and explanation given to us by the management the term
loans availed by the Company were, prima facie, applied by the Company
during the year for the purpose for which the loans were obtained.
17) According to the Cash Flow statement and other records examined by
us and the information and explanations given to us, on all overall
basis, funds raised on short term basis, have prima facie, not been
used during the year for long term investments.
18) The company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the companies act, 1956.
19) As per information and explanation given to us and based on records
examined by us the company has not issued any debentures during the
year.
20) To the best of our knowledge and belief and according to the
information and explanation given to us, the company has not raised any
money through a public issue during the year.
21) In our opinion and according to the information and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year, which causes the financial statements to be materially
misstated.
For S.S. KH ANDELWAL & CO.
Chartered Accountants
(Firm Registration No.105064W)
Mumbai, S.S.Khandelwal
29th August, 2013 Proprietor
Membership No. 031487
Mar 31, 2012
1) We have audited the attached Balance Sheet of ELDER HEALTH CARE
LIMITED as at March 31,2012,the Statement of Profit and Loss and the
Cash Flow Statement for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2) We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3) As required by the Companies (Auditors' Report) Order, issued by the
Central Government of India under sub-section (4A) of the section 227
of the Companies Act, 1956,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 said order.
4) Further to our comments in the Annexure referred to above, we report
that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the 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 the
books;
c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow
Statement referred to in 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, dealt by this report are in compliance
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 representation received from the
Directors and taken on record by the Board of Directors, we report that
none of the said Directors is disqualified as on 31stMarch, 2012 from
being appointed as director in terms of Clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
f) In our opinion, and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
there on 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 March,2012 and
ii) In the case of the Statement of Profit and Loss of the Profit of
the Company for the year ended on that date.
iii) In the case of the Cash Flow Statement of the cash flows
of the Company for the year ended on that date.
Annexure to the Auditors' report.
(Referred to paragraph 3 of our report of even date)
i) a) The Company has maintained proper records to show full
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, the management during the year has physically
verified the fixed assets in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c) During the Year, the Company has not disposed of a substantial part
of its fixed assets.
ii) a) As explained to us, the management at regular intervals during
the year has physically verified inventories.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
c) The Company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory.
iii) a) The Company has not granted any loans, secured or unsecured to
companies, firms and other parties listed in the register maintained
under section 301 of the Companies Act,1956. Accordingly provisions of
clause 4(iii)(a) to (d) of the order are not applicable to the company
b) The Company has taken unsecured loan from a company listed in the
register maintained under section 301 of the Companies Act, 1956, of
which loan of Rs 103.00 lakhs was outstanding at the year end. The
maximum amount of loan taken from the said company during the year was
Rs 149.00 lakhs.
c) In our opinion and according to the information and explanation
given to us, the rate of interest and other terms and conditions of
loan taken are prima facie not prejudicial to the interest of the
Company.
d)The loan outstanding at the year end is at call have not been
recalled during the year. The company has not made payment of interest.
e) There are no overdue amounts exceeding Rs one lakh.
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods. During
the course of our audit, we have not observed any major weakness in
internal controls in respect of the above area.
v) a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of 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) Based on the information and explanations given to us, we are of the
opinion that the transactions made in pursuance of the contracts or
agreements entered in the register maintained under section 301 of the
Companies Act, 1956 and exceeding the value of Rs 5 lakhs in respect of
any party during the year have been made at reasonable prices, having
regard to the prevailing market price at the relevant time.
vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted any Deposits as defined under
sections 58A of the Companies Act and Companies (Acceptance of
Deposits) Rules, 1975.
vii) The Company has an internal audit system, the scope of which need
to be suitably strengthened.
viii) The Central Government has prescribed maintenance of Cost Records
under Section 209(1 )(d) of the Companies Act, 1956 in respect of
certain manufacturing activities of the Company. We have broadly
reviewed the accounts and records of the Company in this connection 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 same.
ix) a) According to the records of the Company examined by us, the
company was irregular in depositing undisputed statutory dues including
Provident Fund, Employees' State Insurance, Income Tax, Value added Tax
with the appropriate authorities and there were undisputed amounts
payable in respect of Income Tax and Value Added Tax aggregating to
Rs 51.68 lakhs and 38.18 lakhs respectively remaining outstanding as at
31st March 2012 for a period exceeding six months from the date they
become payable, the above amount due has since been paid.
b) The Company has availed deferment of Sales Tax under the provisions
of Sales Tax Laws applicable in Maharashtra, the liability in respect
of which to be determined and quantified with the approval of the
Authorities.
x) The Company has no accumulated losses and has not incurred any cash
losses during the financial year covered by our audit or in the
immediately preceding financial year.
xi) According to information and explanations given to us and based on
the documents and records produced before us, the Company has defaulted
in repayment of two instalments of Rs 54.30 lakhs dues to banks as at
the balance sheet date, the amount due has since been paid.
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 and according to the information and explanations
given to us, the nature of activities of the company does not attract
any special statute applicable to chit fund and nidhi /mutual benefit
fund/society.
xiv) The Company has maintained proper records of the transactions and
contracts in respect of dealing in shares, securities and other
investments and timely entries have been made therein. All shares,
securities and other investments have been held by the Company in its
own name.
xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
bank and other financial institutions.
xvi) To the best of our knowledge and belief and according to the
information and explanation given to us, term loans availed by the
Company were, prima facie, applied by the Company during the year for
the purpose for which the loans were obtained.
xvii) According to the Cash Flow statement and other records examined
by us and the information and explanations given to us, on all overall
basis, funds raised on short term basis, have prima facie, not been
used during the year for long term investments.
xviii)The company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the companies act,1956.
xix) The Company has not issued any debentures during the year.
xx) The Company has not raised any money during the year through a
public issue.
xxi) In our opinion and according to the information and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year, which causes the financial statements to be materially
misstated.
For S.S.KHANDELWAL & CO.
Chartered Accountants
(Firm Registration No. 105064W)
Place: Mumbai, S.S.Khandelwal
Date: 09th August, 2012 Proprietor
Membership No. 031487
Mar 31, 2011
1) We have audited the attached Balance Sheet of ELDER HEALTH CARE
LIMITED as at March 31, 2011, the related Profit and Loss Account of
the Company and the Cash Flow statement for the year ended on that
date, annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2) We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3) As required by the Companies (Auditors' Report) Order, issued by the
Central Government of India under sub-section (4A) of the section 227
of the Companies Act, 1956, 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 said order.
4) Further to our comments in the Annexure referred to above, we report
that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of the
books;
c) The Balance Sheet, Profit and Loss Account and the Cash Flow
Statement referred to in this report are in agreement with the books of
account;
d) In our opinion, the Cash Flow Statement, Profit and Loss Account and
the Balance Sheet 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 representation received from the
Directors and taken on record by the Board of Directors, we report that
none of the said Directors is disqualified as on 31 st March, 2011 from
being appointed as director in terms of Clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
f) In our opinion, and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
there on 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 31 st March, 2011 and
ii) In the case of the Profit and Loss Account of the Profit of the
Company for the year ended on that date.
iii) In the case of the Cash Flow Statement of the cash flows of the
Company for the year ended on that date.
Annexure to the Auditors' report
(Referred to paragraph 3 of our report of even date)
i) a) The Company has maintained proper records to show full
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, the management during the year has physically
verified the fixed assets in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c) In our opinion, the Company has not disposed of a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
ii) a) As explained to us, the management at regular intervals during
the year has physically verified inventories.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
c) The Company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory.
iii) a) The Company had granted unsecured loan to a company listed in
the register maintained under section 301 of the Companies Act, 1956
and there was no outstanding at the year end. The maximum amount of
loan granted to the said company during the year was Rs. 418.78 lacs.
b) In our opinion and according to the information and explanation
given to us, the rate of interest and other terms and conditions of
loan given are prima facie not prejudicial to the interest of the
company.
c) The loan granted was recalled during the year. The company was
generally regular in payment of interest.
d) There are no overdue amounts exceeding Rs. one lac.
e) The Company has taken unsecured loan from a company listed in the
register maintained under section 301 of the Companies Act, 1956, of
which loan of Rs.97.90 lacs was outstanding at the year end. The
maximum amount of loan taken from the said company during the year was
Rs. 100.00 lacs.
f) In our opinion and according to the information and explanation
given to us, the rate of interest and other terms and conditions of
loan taken are prima facie not prejudicial to the interest of the
Company.
g) The loan outstanding at the year end is at call have not been
recalled during the year. The company has not made payment of interest.
h) There are no overdue amount exceeding Rs. one lac.
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventory, fixed assets and for the sale
of goods. During the course of our audit, we have not observed any
major weakness in internal controls.
v) a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of 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) Based on the information and explanations given to us, we are of the
opinion that the transactions made in pursuance of the contracts or
agreements entered in the register maintained under section 301 of the
Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of
any party during the year have been made at reasonable prices, having
regard to the prevailing market price at the relevant time.
vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits as defined Under
sections 58Aof the Companies Act, 1956 and the rules framed there
under.
vii) The Company has an internal audit system, the scope of which need
to be suitably strengthened commensurate with the size and the nature
of its business.
viii) The Central Government has prescribed maintenance of Cost Records
under Section 209(l)(d) of the Companies Act, 1956 in respect of
certain manufacturing activities of the Company. We have broadly
reviewed the accounts and records of the Company in this connection 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 same.
ix) a) According to the records of the Company examined by us, the
company is generally regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs
Duty, Excise Duty, Cess and other statutory dues applicable to it with
the appropriate authorities.
According to the information and explanations given to us no undisputed
amount payable in respect of the aforesaid dues were outstanding as at
31 st March, 2011 for a period of more than six months from the date of
becoming payable.
b) The Company has availed deferment of Sales Tax under the provisions
of Sales Tax Laws applicable in Maharashtra, the liability in respect
of which to be determined and quantified with the approval of the
Authorities.
x) The Company has no accumulated losses and has not incurred any cash
losses during the financial year covered by our audit or in the
immediately preceding financial year.
xi) According to information and explanations given to us and based on
the documents and records produced before us, the Company has not
defaulted in repayment of dues to banks as at the balance sheet date.
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 and according to the information and explanations
given to us, the nature of activities of the company does not attract
any special statute applicable to chit fund and nidhi/ mutual benefit
fund/ society
xiv) According to information and explanations given to us and based on
the documents and records produced before us, the Company is not
dealing or trading in shares, securities, debentures and other
investments.
xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
and other financial institutions.
xvi) To the best of our knowledge and belief and according to the
information and explanation given to us, term loans availed by the
Company were, prima facie, applied by the Company during the year for
the purpose for which the loans were obtained.
xvii) According to the Cash Flow statement and other records examined
by us and the information and explanations given to us, on all overall
basis, funds raised on short term basis, have prima facie, not been
used during the year for long term investments.
xviii)The company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the Companies Act, 1956.
xix) The Company did not issued any debentures during the year.
xx) The Company has not raised any money during the year through a
public issue.
xxi) In our opinion and according to the information and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year, which causes the financial statements to be materially
misstated.
For S.S.KHANDELWAL & CO.
Chartered Accountants
(Registration No. 105064W)
S.S. Khandelwal
Proprietor
Membership No. 31487
Mumbai,
11th August, 2011
Mar 31, 2010
1) We have audited the attached Balance Sheet of ELDER HEALTH CARE
LIMITED as at March 31, 2010, the related Profit and Loss Account of
the Company and the Cash Flow statement for the year ended on that
date, annexed thereto. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2) We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3) As required by the Companies (Auditors Report) Order, 2003 as
amended by the Companies (Auditors Report) Order, 2004 (together Ãthe
Order), issued by the Central Government of India in terms of
sub-section (4A) of the section 227 of the Companies Act, 1956 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 report that:
i) a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. As explained to us, the management during the year has physically
verified the fixed assets in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c. In our opinion, the Company has not disposed off substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
ii) a. As explained to us, the management at regular intervals during
the year has physically verified inventories.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
c. The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventory.
iii) a. According to the information and explanations given to us, the
Company has not taken loans from the parties listed in the Register
maintained under section 301 of the Companies Act, 1956. However, the
Company has granted unsecured loans to following parties listed in the
register maintained under section 301.
Name of the Max. Balance Outstanding
Company during the year As on 31-3-2010
(Amount in Rs.) (Amount in Rs.)
1. Maverick Productions
Pvt. Ltd. 27,709,535 21,327,865
2. Apricot Capitals Pvt. Ltd. 210,000 210,000
b. According to the information and explanations given to us, in our
opinion, the rate of interest and other terms and conditions of loans
granted to the above parties by the Company are not prejudicial to the
interest of the Company.
c. According to the information and explanations given to us, parties
to whom loans and advances in the nature of loans have been given,
there is no stipulation as to repayment of principal, however the
interest is charged to the partys account regularly.
d. According to the information and explanations given to us, there in
no over due amount of loans granted to the parties listed in the
register maintained under section 301 of the Companies Act.
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventory, fixed assets and for the sale
of goods. During the course of our audit, we have not observed any
major weakness in internal controls.
v) a. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of 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. Based on the information and explanations given to us, we are of the
opinion that the transactions made in pursuance of the contracts or
agreements entered in the register maintained under section 301 of the
Companies Act, 1956 and exceeding the value of Rs.5 lakhs in respect of
any party during the year have been made at reasonable prices, having
regard to the prevailing market price at the relevant time.
vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits as defined under
section 58A of the Companies Act, 1956 and the rules framed there
under.
vii) The Company has an internal audit system, the scope of which need
to be suitably strengthened commensurate with the size and the nature
of its business.
viii) The Central Government has prescribed maintenance of Cost Records
under Section 209(1)(d) of the Companies Act, 1956 in respect of
certain manufacturing activities of the Company. We have broadly
reviewed the accounts and records of the Company in this connection 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 same.
ix) a. According to the records of the Company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs
Duty, Excise Duty, Cess and other statutory dues have been regularly
deposited with the appropriate authorities.
The Company has availed deferment of Sales Tax under the provisions of
Sales Tax Laws applicable in Maharashtra, the liability in respect of
which to be determined and quantified with the approval of the
Authorities.
b. The disputed statutory dues that have not been deposited on account
of matters pending before appropriate authorities are as under.
No. Name of Nature of Forum where dispute Amount
the Statute the dues is pending (Rs.)
1 Income Tax Act, Income Income Tax Appellate *80.519
1961 Tax Dues Tribunal, Mumbai
* The appeal disposed off, but appeal effect not yet quantified by the
assessing authority.
x) The Company has no accumulated losses and has not incurred any cash
loss during the financial year covered by our audit.
xi) Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions and banks.
xii) The Company has not given any guarantees for loans taken by others
from banks or financial institutions.
xiii) To the best of our knowledge and belief and according to the
information and explanation given to us, term loans availed by the
Company were, prima facie, applied by the Company during the year for
the purpose for which the loans were obtained.
xiv) On the basis of an overall examination of the Balance Sheet and
Cash Flow statement of the Company and according to the information and
explanations given to us, we report that the Company has not utilised
any funds on short term basis for long term investment and vice-versa.
xv) In our opinion and according to the information and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year, which causes the financial statements to be materially
misstated.
xvi) In our opinion and according to the information and explanations
given to us, the nature of the Companys business/activities during the
year are such that clauses xii, xiii, xiv, xviii, xix, and xx of Para 4
of the Companies (Auditors Report) Order are not applicable to the
Company.
4. Further to our comments in paragraph (3) above, we state 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 it appears from our examination of the
books;
c. The Balance Sheet, Profit and Loss Account and the Cash Flow
Statement referred to in this report are in agreement with the books of
account;
d. In our opinion, the Cash Flow Statement, Profit and Loss Account
and the Balance Sheet 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 representation received from the
Directors and taken on record by the Board of Directors, we report that
none of the said Directors is disqualified as on 31stMarch, 2010 from
being appointed as director in terms of Clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
f. In our opinion, and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
there on 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
March, 2010 and
ii) In the case of the Profit and Loss Account of the Profit of the
Company for the year ended on that date.
iii) In the case of the Cash Flow Statement of the cash flows of the
Company for the year ended on that date.
For S.S.KHANDELWAL & CO.
Chartered Accountants
(Firm Registration No.105064W)
Mumbai, S.S. Khandelwal
18th August, 2010 Proprietor
Membership No. 31487