Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of EMAMI INFRASTRUCTURE LIMITED (âthe Companyâ) which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant Rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and read with the Rules issued thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, its Profit including other comprehensive income, Cash Flows and the changes in equity for the year ended on that date.
Other Matters
The standalone Ind AS financial statements include B8.22 Lakhs being its share of loss in one of the LLPs for the year 31st March, 2018 whose Ind AS financial statements have been audited by other auditor whose reports have been furnished to us by the Management.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ 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 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 those books;
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows 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 standalone Ind AS financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the Rules issued thereunder;
(e) On the basis of written representations received from the Directors as on 31st March, 2018 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2018 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statement- Refer Note 52 to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.
The Annexure referred to in our Independent Auditorâs Report to the members of EMAMI INFRASTRUCTURE LIMITED (âthe Companyâ) on the standalone Ind AS financial statements for the year ended on 31st March, 2018. We report that:
I. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment, Investment property and intangible assets;
(b) The Company has a regular programme of physical verification of its Property, Plant & Equipment by which Property, Plant & Equipment are verified in a phased manner. In accordance with this programme, certain Property, Plant & Equipment were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets; and
(c) According to information and explanation given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
II. The inventories have been physically verified during the year by the management at regular intervals. In our opinion and according to the information and explanations given to us, no material discrepancies were noticed on physical verification;
III. The Company has granted unsecured loans to companies covered in the Register maintained under section 189 of the Companies Act, 2013 (âthe Actâ). In respect of such loans:
a) In our opinion, the rate of interest and other terms and conditions on which loans have been granted to the Companies listed in the register maintained under section 189 of the Act are not, prima facie, prejudicial to the interest of the Company;
b) In case of the loans granted to the Companies listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated; and
c) There is no overdue amount in respect of the loans granted to these Companies;
IV. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 of the Act with respect to the loans, investments, guarantees and securities made. Further, the provisions of section 186 of the Act in respect of loans, guarantees and securities are not applicable to the Company, being an infrastructure Company as defined under Schedule VI to the Act;
V. The Company has not accepted any deposits within the meaning of Section 73 to 76 of the Act and the Companies (Acceptance of Deposit) Rules, 2014 as amended;
VI. As explained to us, the Company is not required to maintain cost records prescribed by the Central Government under subsection (1) of section 148 of the Act;
VII. According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Value added Tax, Goods & Services Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31st March, 2018 for a period of more than six months from the date on which they became payable. During the year, the company did not have any dues towards duty of excise and duty of custom;
VIII. In our opinion and according to the information and explanations given to us by the management, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders;
IX. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company for the purposes for which the loans were obtained. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year;
X. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year;
XI. According to the information and explanations given to us, the Company has paid or provided for managerial remunerations in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act;
XII. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order is not applicable to the Company;
XIII. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of the Act and the details have been disclosed in the standalone Ind AS Financial Statements as required by the applicable Indian Accounting Standards;
XIV. According to the information and explanations given to us and based on our examination of records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year;
XV. According to the information and explanations given to us and based on our examination of records of the Company, the Company has not entered into any non-cash transactions with Directors or persons connected with them. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable; and
XVI. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
We have audited the internal financial controls over financial reporting of EMAMI INFRASTRUCTURE LIMITED (âthe Companyâ) to the extent records available with us in conjunction with our audit of the standalone Ind AS financial statements of the Company as of and for the year ended 31st March, 2018.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance note on Audit of internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAO. 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
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to
the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the Ind AS financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Control over Financial Reporting issued by the ICAI.
For S. K. AGRAWAL & CO.
Chartered Accountants
Firm Registration No.-306033E
J. K. Choudhury
Place: Kolkata (Partner)
Dated: 30th May, 2018 Membership No. 009367
Mar 31, 2016
To the Members of Emami Infrastructure Limited
Report on the Standalone Financial Statements (REVISED)
We have audited the accompanying REVISED Standalone Financial Statements of EMAMI INFRASTRUCTURE LIMITED ("the Company") which comprises the REVISED Balance Sheet as at 31st March, 2016, the REVISED Statement of Profit and Loss, the REVISED Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its Loss and its Cash Flows for the year ended on that date.
Other Matters
The Financial Statements of the Company for the year ended 31st March 2016 were earlier approved by the Board of Directors at their meeting held on 27th May 2016, on which we had issued our report dated 27th May 2016. These Financial Statements have been reopened and revised to give effect to Scheme as explained in Note 38 to the Financial Statement.
The financial statement of one of its LLPs is on the basis of unaudited accounts and the Financial Statements reflect the share of net loss of Rs. 349.12 lacs for the above LLP for the year then ended.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in 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 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 those books;
(c) The REVISED Balance Sheet, the REVISED Statement of Profit and Loss and the REVISED Cash Flow Statement dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid REVISED Standalone Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) on the basis of 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 31st March, 2016 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 over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B";
(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:
(a) The Company has disclosed the impact of pending litigations on its financial Position in its financial statement - Refer Note 41 (b) to the Financial Statements.
(b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(c) There is no such sum which needs to be transferred, to the Investor Education and Protection Fund by the Company.
ANNEXURE A TO THE INDEPENDENT AUDITOR''S REPORT
The Annexure referred to in our Independent Auditor''s Report to the members of EMAMI INFRASTRUCTURE LIMITED ("the Company") on the REVISED Standalone Financial Statements for the year ended on 31st March 2016. We report that:
(i) (a) The Company has maintained proper records
showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to information and explanation given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventories have been physically verified during the year by the management at regular intervals. In our opinion and according to the information and explanations given to us, no material discrepancies were noticed on physical verification.
(iii) The Company has granted unsecured loans to companies covered in the Register maintained under section 189 of the Companies Act, 2013 (''the Act''). In respect of such loans:
a) In our opinion, the rate of interest and other terms and conditions on which loans has been granted to the company listed in the register maintained under section 189 of the Act is not, prima facie, prejudicial to the interest of the Company.
b) In case of the loans granted to the Company listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.
c) There are no overdue amounts in respect of the loan granted to the Company listed in the register maintained under section 189 of the Act.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and the provision of Section 186 of the Act with respect to loans, investments, guarantees and securities made.
(v) The Company has not accepted any deposits from the public.
(vi) As explained to us, the Company is not required to maintain cost records prescribed by the Central Government under sub-section (1) of Section 148 of the Act.
(vii) (a) According to information and explanations given
to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on which they became payable. During the year, the Company did not have any dues towards duty of excise and duty of custom.
(b) According to the information and explanations given to us, there are no material dues in respect of Sales Tax, Income Tax, Custom Duty, Service Tax and Cess except the following:
Name of the Statute |
Nature of Dues |
Amount under dispute not yet deposited (Rs. in Lacs) |
Financial Year to which the amount relates |
Forum where the dispute is pending |
Income Tax Act, 1961 |
Income Tax |
47.29 |
2009-10 |
I.T.A.T. (Kolkata) |
Income Tax Act, 1961 |
Income Tax |
34.72 |
2007-08 |
I.T.A.T. |
During the year, the Company did not have any dues towards duty of excise and duty of custom.
(viii) In our opinion and according to the information and explanations given to us by the management, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.
(ix) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company for the purposes for which the loans were obtained. The Company did not raise any moneys by way of initial public offer or further public offer (including debt instruments) during the year.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
(xi) According to the information and explanations given to us, the Company has paid or provided for managerial remunerations in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act;
(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.
(xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of the Act and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of records of the Company, the Company has not entered into any noncash transactions with Directors or persons connected with them. Accordingly, the provisions of clause 3 (xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
ANNEXURE B TO THE INDEPENDENT AUDITOR''S REPORT
Report on the Internal Financial Controls under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of EMAMI INFRASTRUCTURE LIMITED ("the Company") to the extent records available with us in conjunction with our audit of the financial statements of the Company as of and for the year ended 31st March, 2016.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For S. K. AGRAWAL & CO.
Chartered Accountants
Firm Registration No. 306033E
J. K. Choudhury
Place: Kolkata Partner
Date: 11th August, 2016 Membership No: 009367
Mar 31, 2015
We have audited the accompanying financial statements of Emami
Infrastructure Limited ("the Company"), which comprise the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss, the
Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances but not for the purpose of expressing
an opinion on 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 Company's Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
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, of the state of affairs of the Company as
at 31st March, 2015, and its losses and the cash flows for the year
ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit.
(b) In our opinion, proper books of accounts as required by law have
been kept by the Company so far as 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 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 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) 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 financial statements disclose the impact of pending litigations
on the financial position of the Company - Refer Note 19(b) to the
financial statements.
ii. The Company did not have any material foreseeable losses on long
term contracts including derivative contracts.
iii. There is no such sum which is required to be transferred, to the
Investor Education and Protection Fund by the Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(i) The Company does not have any fixed assets and accordingly this
clause of the Order is not applicable to the Company.
(ii) The Company does not have any inventory and accordingly this
clause of the Order is not applicable to the Company.
(iii) In our opinion and according to the information and explanations
given to us, the Company has not granted any loans, secured or
unsecured to companies, firms or other parties covered in the register
maintained under section 189 of the Companies Act, 2013.
(iv) There are no transactions of the purchase of inventories and fixed
assets and sale of goods and services during the year. Accordingly,
provisions of the Order are not applicable to the Company.
(v) The Company has not accepted any deposits as defined under section
73 of Companies Act, 2013.
(vi) As explained to us, the Company is not required to maintain cost
records prescribed by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013.
(vii) a. The Company has been regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Income Tax, Service Tax, Cess and other Statutory dues
with the appropriate authorities during the year. According to the
information and explanation given to us, there were no undisputed
amount payable in respect of these statutory dues which have remained
outstanding as at 31st March, 2015 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 material dues in respect of Sales Tax, Income Tax, Custom Duty,
Service Tax, and Cess except the following:
Nature of Dues Amount under Financial Year to
Name of the dispute not yet which the
Statue amount deposited
(Rs. in lacs) relates
Income Tax Act,
1961 Income Tax 47.29 2009-10
Name of the Statue Forum where the dispute is pending
Income Tax Act, 1961 I.T.A.T. (Kolkata)
c. According to the information and explanations given to us, there was
no amount required to be transferred to the Investor Education and
Protection Fund in accordance with the relevant provisions of the
Companies Act, 1956 and rules thereunder.
(viii) The Company does not have accumulated losses exceeding fifty
percent of its net worth at the end of the financial year. The Company
has incurred cash losses during the current year as well as in the
immediately preceding financial year.
(ix) The Company has not raised Loan from Financial Institution or
Banks or by issue of Debentures and accordingly this clause of the
Order is not applicable to the Company.
(x) According to the information and explanation given to us, the
Company has given corporate guarantee for loan taken by its subsidiary
company amounting to Rs. 450 crore from the bank. As explained, the terms
and conditions are not prejudicial to the interests of the Company.
(xi) To the best of our knowledge and belief and according to the
information and explanations given to us, no term loans has been
availed by the Company.
(xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For S. K. AGRAWAL & CO.
Chartered Accountants
Firm Registration No. 306033E
Radhakrishan Tondon
Kolkata Partner
May 25, 2015 Membership No: 060534
Mar 31, 2014
We have audited the accompanying financial statements of ("the
Company") which comprise the Balance Sheet as at 31st March, 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 information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act") (which continues to be
applicable in respect of Section 133 of the Companies Act, 2013 in
terms of General Circular 15/2013 dated 13th 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 financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the 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 accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) In the case of the Balance Sheet, of the State of affairs of the
Company as at 31st March, 2014
ii) In the case of the Statement of Profit and Loss, of the Loss for
the year ended on that date; and
iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the annexure a
statement on the matters specified in paragraphs 4 & 5 of the order.
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b) In our opinion proper books of accounts as required by law have been
kept by the Company so far as appears from our examination of such
books.
c) The Balance Sheet, Statement of Profit & Loss & Cash Flow Statement
referred to in this report are in agreement with the books of accounts.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting standards referred to in
sub- section (3C) of section 211 of the Companies Act, 1956 (which
continue to be applicable in respect of Section 133 of the Companies
Act, 2013 in terms of General Circular 15/2013 dated 13th September,
2013 of the Ministry of Corporate Affairs).
e) On the basis of written representations received from the directors
as on March 31,2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
1. The Company does not have any fixed assets and accordingly the
provisions of clause 1(a), 1(b) & 1(c) of the order are not applicable
to the company.
2. The Company does not have any inventory and accordingly the
provisions of clause 2(a), 2(b) & 2(c) of the order are not applicable
to the company.
3. 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.
Accordingly, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and
(iii)(g) of paragraph 4 of the Order are not applicable.
4. There are no transactions of the purchase of inventories and fixed
assets and sale of goods and services during the year. Accordingly,
provisions of Clause 4(iv) of the order are not applicable to the
company.
5. According to information and explanation given to us, we are of the
opinion that there are no 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.
6. The Company has not accepted any deposits as defined under section
58A & 58AA or other relevant provisions of the Companies Act, 1956.
7. In our opinion, the company has an adequate internal audit system
commensurate with the size and nature of the business.
8. As explained to us the company is not required to maintain Cost
records pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under section 209 (1)(d) of the
Companies Act, 1956.
9. According to the information and explanations given to us in
respect of statutory and other dues:
a. The Company has been regular in depositing undisputed statutory
dues, including Provident Fund, Investor Education and Protection Fund,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess and other
Statutory dues with the appropriate authorities during the year.
According to the information and explanations given to us, there were
no undisputed amount payable in respect of these statutory dues which
have remained outstanding as at 31st March, 2014 for a period of more
than six months from the date they became payable.
b. According to the information and explanation given to us, there are
no disputed dues in respect of Sales Tax, Income Tax, Custom Duty,
Wealth Tax, Service Tax, cess except the following:
Name of the Statute Nature of Dues Amount under Financial Year
dispute not yet to which the
deposited amount relates
(Rs. in Lacs)
Income Tax Act, 1961 Income Tax 52.29 2009-10
Name of the Statute Forum where the
dispute is pending
Income Tax Act, 1961 I.T.A.T (Kolkata)
10. The Company does not have accumulated losses exceeding fifty
percent of its net worth at the end of the financial year. The Company
has incurred cash losses during the current year; however it has not
incurred cash losses in the immediately preceding financial year.
11. The company has not raised Loans from Financial institution or
Banks or by issue of Debentures and hence Clause 4(xi) of the order is
not applicable to the company.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. In our opinion, the company is not a chit fund or a Nidhi/ Mutual
Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii) of
the order are not applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
15. According to the information and explanation given to us, the
Company has given corporate guarantee for loan taken by its subsidiary
amounting to Rs. 200 crore from the bank. As explained, the terms and
conditions are not prejudicial to the interests of the Company.
16. To the best of our knowledge and belief and according to the
information and explanations given to us, the Company has not availed
any term loan during the year.
17. According to the information and explanation given to us and on an
overall examination of Balance Sheet, the company has not raised any
short-term funds during the year.
18. 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, during the year and hence the question
of whether the price at which shares have been issued is prejudicial to
the interest of the Company does not arise.
19. The Company has not issued any secured debentures during the year.
20. The Company has not raised any money by way of public issue during
the year.
21. To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For S. K. AGRAWAL & COMPANY
Firm Registration No. 306033E
Chartered Accountants
Radhakrishan Tondon
Place: Kolkata
Partner
Date: 30th May'' 2014 M. No. 060534
Mar 31, 2013
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Emami
Infrastructure Limited ("the Company") which comprise the Balance Sheet
as at 31st March 2013, and the Statement of Profit & Loss and the Cash
Flow Statement for the year ended on that date and a summary
ofsignificant accounting policies and other explanatory information.
MANAGEMENT''S RESPONSIBILITY FORTHE FINANCIALSTATEMENTS
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 ofthe Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
ofthe Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevantto
the preparation and presentation ofthe financial statements that give a
true and fairview 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 the Standards on Auditing issued bythe Institute ofChartered
Accountants of India. Those Standards require thatwe complywith ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment
ofthe risks of material misstatement ofthe 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 ofthe 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 ofthe accounting estimates made by
management, as well as evaluating the overall presentation ofthe
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) Inthe case ofthe Balance Sheet, ofthe State of affairs ofthe Company
as at 31st March, 2013;
ii) Inthe case ofthe Statement ofProfit & Loss, ofthe Profitfor the
year ended on that date; and
iii) Inthe case ofthe Cash Flow Statement, ofthe cash flowsforthe year
ended on that date.
1. As required bythe Companies (Auditor''s Report) Order, 2003 ("the
order") issued bythe Central Government of India in terms ofsub-
Section (4A) ofsection 227 ofthe Act, we give in the annexure a
statement on the mattersspecified in paragraphs4 & 5 ofthe order.
2. As required by section 227(3) ofthe 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 ofour
audit.
b) In our opinion proper books of accounts as required by law have been
kept bythe Company so far as appears from our examination ofsuch books.
c) The Balance Sheet, Statement of Profit & Loss & Cash Flow Statement
referred to in this report are in agreement with the books ofaccounts.
d) In our opinion, the Balance Sheet, Statement ofProfit & Loss, and
Cash Flow Statement complywith the Accounting standards referred to in
sub- section (3C) ofsection 211 ofthe Companies Act, 1956.
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none ofthe directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) ofsub-section (1)
ofSection 274 ofthe Companies Act, 1956.
Annexure to the Independent Auditors'' Report
1. The Company does not have anyfixed assets and accordingly
provisions ofclause 1(a), 1(b) & 1(c) ofthe order are not applicable to
the company.
2. The Company does not have any Inventory and accordingly provisions
ofclause 2(a), 2(b) & 2(c) ofthe order are not applicable to the
company.
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 301of the Act.
b. Consequently the question of commenting on the rate of interest,
terms and conditions ofthe loans granted being prejudicial to the
interests ofthe Company, receipt ofregular principal and interest and
reasonable stepsfor the recovery ofthe same does not arise.
c. The Company has not taken any loan, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301of the Act.
d. Consequently the question of commenting on the rate of interest and
other terms and conditions of the loans taken being prejudicial to the
interests ofthe Company, payment ofregular principal and interest does
not arise.
4. There are no transactions of purchase of inventories and fixed
assets and sale of goods and services during the year. Accordingly,
provisions ofclause 4(iv) ofthe order are not applicable to the
Company.
5. According to information and explanation given to us, we are of the
opinion that there are no transactions made in pursuance of contracts
or arrangements, that need to be entered into the Register maintained
under Section 301 ofthe Companies act, 1956.
6. The Company has not accepted any deposits as defined under Section
58A & 58AA or other relevant provisions ofthe Companies Act, 1956.
7. In our opinion, the Company has an adequate internal audit system
commensurate with the size and nature ofthe business.
8. As explained to us, the Company is not required to maintain Cost
records pursuantto the Companies (Cost Accounting Records) Rules, 2011
prescribed bythe Central Government underSection 209(1) (d) ofthe
CompaniesAct 1956.
9. According to the information and explanations given to us in
respect ofstatutory and other dues :
a. The Company has been regular in depositing undisputed statutory
dues, including Provident Fund, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Cess and other Statutory dues with the appropriate
authorities during the year. According to the information and
explanations given to us, there were no undisputed amount payable in
respect ofthese statutory dues which have remained outstanding as at
31st March 2013 for a period of more than six months from the date they
became payable.
b. According to the information and explanation given to us, there are
no disputed dues in respect ofSales Tax, Income Tax, Custom Duty,
Wealth Tax, Service Tax, cess except the following :
Name of the
Statute Nature of Dues Amount
under
dispute Financial
Year to which Forum where
the
not yet
deposited the amount
relates dispute is
pending
(Rs. in
Lacs)
Income Tax
Act,1961 Income Tax 639.85 2009-10 CIT(A)
10. The Company does not have accumulated losses exceeding fifty
percent of its net worth at the end ofthe financial year and the
Company has not incurred cash losses during the current and the
immediately precedingfinancial year.
11. The Company has not raised Loansfrom Financial Institution or
Banks or by issue of Debentures and hence Clause 4(xi) ofthe order are
not applicable to the Company.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis ofsecurity by
way ofpledge ofshares, debentures and othersecurities.
13. In our opinion, the Company is not a chit fund or a Nidhi/Mutual
Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii)
ofthe order are not applicable to the Company.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
15. Accordingto the information and explanation given to us, the
Company has given corporate guaranteefor loan taken by itssubsidiary
amounting to Rs. 100 crore from the bank. As explained, the terms and
conditions thereof are not prejudicial to the interest ofthe Company.
16. To the best ofour knowledge and beliefand according to the
information and explanations given to us, the Company has not availed
any term loan during the year.
17. According to information and explanation given to us and on an
overall examination of Balance Sheet, the Company has not raised any
short-term funds during the year.
18. The Company has not made any preferential allotment ofsharesto
parties and companies covered in the Register maintained under Section
301 ofthe Companies Act 1956, during the year and hence the question of
whether the price at which shares have been issued is prejudicial to
the interest ofthe Company does not arise.
19. The Company has not issued any secured debentures during the year.
20. The Company has not raised any money byway ofpublic issue
duringthe year.
21. To the best ofour knowledge and beliefand accordingto the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during year.
For S. K. AGRAWAL & COMPANY
Chartered Accountants
Registration No. 306033E
Vivek Agarwal
Place : Kolkata Partner
Date : 29th May, 2013 Membership No. 301571
Mar 31, 2012
We have audited the Balance Sheet of Emami Infrastructure Limited as at
31st March, 2012 and also the Statement of Profit & 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.
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. 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.
We further report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b) In our opinion proper books of accounts as required by law have been
kept by the company so far as appears from our examination of such
books.
c) The Balance Sheet, Statement of Profit & Loss & Cash flow Statement
referred to in this report are in agreement with the books of accounts
and comply with the accounting standards referred to in Section 211
(3C) of the Companies Act, 1956 to the extent applicable.
d) On the basis of written representations received from the Directors
and taken on record by the Board of Directors, we report that none of
the Directors is disqualified as on 31st March, 2012 from being
appointed as a director in terms of Section 274 (1) (g) 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 read with the
significant accounting policies and notes on accounts thereon give the
information required by The Indian Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the accounted
principles generally accepted in India:
i) In the case of Balance Sheet, of the state of affairs of the company
as on 31st March, 2012;
ii) In the case of Statement of Profit & Loss, of the profit for the
year ended on that date; and
iii) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
As required by the Companies (Auditors' Report) Order, 2003 issued by
the Central Government in terms of Section 227(4A) of the Companies
Act, 1956 and on the basis of such checks as we considered appropriate
and according to the information and explanations given to us, we
further report that:
1) The Company doesn't own any fixed assets, accordingly clause 4(i) of
Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
2) As explained to us, no inventories were held by the Company during
the year. Accordingly, clause 4(H) of the Companies (Auditor's Report)
Order, 2003 are not applicable to the Company.
3) a. According to the information and explanation given to us, the
company has granted unsecured loans to two parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 1,81,52,574 and the
year end balance of loans granted to such parties was Rs. 18,775.
b. The company has not taken unsecured loans from any company covered
in the register maintained under section 301 of the Companies Act,
1956.
c. The rate of interest and other terms and conditions of loan given
by the Company are not prejudicial to the interest of the Company.
d. The receipt of principal amount and interest are regular.
4) There are no transactions of purchase of inventories and fixed
assets and sale of goods and services during the year. Accordingly,
provisions of clause 4(iv) of Companies (Auditor's Report) Order, 2003
are not applicable to the company.
5) In respect of contracts or arrangements referred to in section 301
of the Companies Act, 1956:
a. According to the information and explanation given to us, the
particulars of contracts or arrangements that need to be entered into
the register maintained under section 301 of the Companies Act, 1956
have been entered.
b. According to the information and explanation given to us, the
company has not entered into any transactions in pursuance of such
contracts or arrangements aggregating during the year to Rs. 50000 or
more in respect of each party listed in the register maintained under
section 301 of the Companies Act, 1956 for the purchase of goods,
materials and sale of goods.
6) In our opinion and according to the information and explanation
given, the Company has not accepted any deposit during the year from
the public within the meaning of the provisions of section 58A & 58AA
of the Companies Act, 1956 and the rules framed there under.
7) In our opinion, the company has an adequate internal audit system
commensurate with the size and nature of the business.
8) As explained to us, the company is not required to maintain cost
records as prescribed under Section 209(1)(d) of the Companies Act,
1956.
9) According to the information and explanations given to us in respect
of statutory and other dues:
a) The company has been regular in depositing undisputed statutory
dues, including Provident Fund, Income Tax, Cess and other statutory
dues with the appropriate authorities during the year.
b) According to the information and explanations given to us and
records of the company examined by us, there are no disputed dues in
respect of sales tax, custom duty and excise duty.
10) The Company does not have accumulated losses as at the end of the
year and it has not incurred cash losses during the current financial
year and in the immediately preceding financial year.
11) In our opinion and on the basis of information and explanations
given by the management, we are of the opinion that the company has not
defaulted in repayment of dues to financial institution or bank.
12) According to the information and explanations given to us, the
company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13) Clause (xiii) of the Order is not applicable, as the Company is not
a chit fund Company or nidhi/mutual benefit fund/society.
14) Clause (xiv) of the Order is not applicable, as the Company has not
dealt or traded in shares, securities, debentures or other investments
during the year.
15) According to the information and explanations given to us, the
company has given Corporate Guarantee on behalf of subsidiary company
for loans taken from Banks and Financial Institutions for Rs. 100 Cr.
16) According to the information and explanations given to us, term
loans were availed by the company and they were applied for the purpose
for which they were obtained.
17) According to the cash flow statement and other records examined by
us and the information and explanations given to us on an overall
basis, there are no funds raised on short term basis that have been
used for long term investment.
18) 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, during the year and hence the question
of whether the price at which shares have been issued is prejudicial to
the interest of the company does not arise.
19) The Company has not issued any debentures during the year and hence
the question of creating security or charge in respect thereof does not
arise.
20) The company has not raised money by public issues during the year
and hence the question of disclosure and verification of end use of
such money does not arise.
21) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For S. K. AGRAWAL & COMPANY
Chartered Accountants
Registration No. 306033E
Radhakrishan Tondon
Partner
Membership No. 60534
Council House Street
Kolkata - 700 001
14th August, 2012
Mar 31, 2011
We have audited the Balance Sheet of Emami Infrastructure Limited as at
31st March, 2011, and also the Profit & Loss Account and the Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
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. 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.
We further report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b) In our opinion proper books of accounts as required by law have been
kept by the Company so far as appears from our examination of such
books.
c) The Balance Sheet, the Profit & Loss Account & the Cash Flow
Statement referred to in this report are in agreement with the books of
accounts and comply with the accounting standards referred to in
Section 211 (3C) of the Companies Act, 1956 to the extent applicable.
d) On the basis of written representations received from the Directors
and taken on record by the Board of Directors, we report that none of
the Directors is disqualified as on 31st March 2011 from being
appointed as a director in terms of Section 274(1 )(g) 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 read with the notes on
accounts as per Schedule I, 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 on 31st March, 2011.
ii) In the case of the Profit & Loss Account, of the Profit for the
year ended on that date; and
iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
As required by the Companies (Auditors Report) order, 2003 issued by
the Central Government of India and on the basis of such checks as we
considered appropriate and according to the information and
explanations given to us, we further report that:
1. The Company does not own Fixed Assets during the year, therefore
clause 4(i) is not applicable.
2. The Company does not own Inventories during the year, therefore
clause 4(H) is not applicable.
3. a) The Company has granted unsecured loans to four parties covered
in the register maintained under Section 301 of the Companies Act,
1956. The maximum amount involved during the year was Rs.
53,37,26,226/- and the year end balance of loans granted to such
parties was Rs..22,81,52,574/-
b) The Company has not taken unsecured loans from any company covered
in the register maintained under section 301 of the Companies Act,
1956.
c) The rate of interest and other terms and conditions of loan taken by
the Company are not prejudicial to the interest of the Company.
d) The payment of principal amount and interest are regular.
4. In respect of contracts or arrangements referred to in Section 301
of the Companies Act, 1956 :
a. According to the information and explanations given to us, the
particulars of contracts or arrangements that needed to be entered into
the register maintained under section 301 of the Companies Act, 1956
have been so entered.
b. According to the information and explanations given to us, the
Company has not entered into any transactions in pursuance of such
contracts or arrangements aggregating during the year to Rs. 500000 or
more in respect of each party listed in the register maintained under
section 301 of the Companies Act, 1956 for purchase of goods. materials
and sales of goods.
5. The Company has not accepted any deposits as defined under Section
58A & 58AA or other relevant provisions of the Companies Act, 1956.
6. In our opinion. the company has an adequate internal audit system
commensurate with the size and nature of its business.
7. The central government has not prescribed the maintenance of cost
records under section 209 (1) (d) of the act.
8. According to the informationÃs and explanations given to us in
respect of statutory and other dues :
(a) The company has been regular in depositing undisputed statutory
dues including providend fund. Employees State Insurance, income tax, or
any other statutory dues with the appropriate authorities during the
year. According to the information and explanations given to us, there
were no disputed amount payable in respect of these statutory dues
which have remained outstanding as at 31st March 2011 for the period of
more than six months from the date they became payable.
(b) The company does not have disputed statutory dues.
9. The Company does not have accumulated losses as at the end of the
year and the company has not incurred cash losses during the year and
in the immediately preceding financial period.
10. Based on our audit procedures and on the basis of our information
and explanations given by the managements are of the opinion that the
company has not defaulted in the repayment of dues to financial
institutions and banks.
11. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
12. In our opinion, the company is not a chit fund/nidhi/mutual
benefit fund/society. Therefore provisions of clause (xiii) of
paragraph 4 of the order are not applicable.
13. According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures and
other investments.
14. According to the information given to us, the company has not
given guarantees for loan taken by others from Banks.
15. To the best of our knowledge and belief and according to the
information and explanations given to us, term loans were availed by
the company and they were applied for the purpose for which they were
obtained.
16. Based on overall examination of Balance Sheet of the company as at
31st March 2011, short term funds were applied for the purpose for
which they were obtained.
17. The company has not made any preferential allotment of shares to
the parties and companies covered in the Register maintained under
Section 301 of the Companies Act, 1956, during the year.
18. To the best of our knowledge and belief and according to the
information and explanations given to us. no fraud on or by the Company
was noticed or reported during the year.
19. Others clauses of the said order are not applicable.
For S. K. AGRAWAL & COMPANY
Chartered Accountants
Registration No. 306033E
J. K. Roychowdhury
Kolkata Partner
12th August, 2011 Membership No. 09271
Mar 31, 2010
We have audited the Balance Sheet of Emami Infrastructure Limited as at
31st March, 2010 and also the Profit & Loss Account and the Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. 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.
We further report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b) In our opinion proper books of accounts as required bylaw have been
kept by the company so far as appears from our examination of such
books.
c) The Balance Sheet, Profit & Loss Account & Cash Flow Statement
referred to in this report are in agreement with the books of accounts
and comply with the accounting standards referred to in Section 211(3C)
of the Companies Act, 1956 to the extent applicable.
d) On the basis of written representations received from the Directors
and taken on record by the Board of Directors, we report that none of
the Directors is disqualified as on 31st March, 2010 from being
appointed as a director in terms of Section 274 (1) (g) 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, subject to note B
(l)(e) in schedule (I) and read with other notes on accounts as per
schedule (I) 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 Balance Sheet of the State of Affairs of the Company
as on 31st March, 2010;
ii. In the case of the Profit & Loss Account of the Profit for the
year ended on that date; and iif. In the case of Cash Flow Statement,
of the Cash Flows for the year ended on that date.
As required by the Companies (Auditors Report) Order, 2003 issued by
the Central Government and on the basis of such checks as we considered
appropriate and according to the information and explanations given to
us, we further report that:
1) The Company does not own Fixed Assets during the year; therefore,
clause 4 (i) is not applicable.
2) The Company does not own Inventories during the year; therefore,
clause 4 (ii) is not applicable.
3) (a) The Company has granted unsecured loans to two parties covered
in the register maintained under section 301 of the Companies Act, 1956.
The maximum amount outstanding amounts to Rs. 425,350,000/- and the year
end balance is Rs.58,22,959/-
(b) The company has not taken unsecured loans from any company covered
in the register maintained under section 301 of the Companies Act,
1956.
(c) The rate of interest and other terms and conditions in respect of
above loans are prima facie not prejudicial to the interest of company.
(d) The payment of the principal amount and interest are also regular.
4) (a) According to the information and explanations given to us,
particulars of contracts or agreements that needed to be entered into
the register maintained under section 301 of the Companies Act, 1956,
have been so entered.
(b) According to the information and explanations given to us, the
company has not entered into any transactions in pursuance of such
contracts or arrangements aggregating during the year to Rs 5, 00,000
or more in respect of each party listed in the register maintained
under section 301 of the Companies Act, 1956 for purchase of goods,
materials and sales of goods.
5) According to information and explanations given to us, the company
has not accepted deposits from the public. Therefore, provisions of
clause (vi) of paragraph 4 is not applicable.
6) In our opinion, the Company has an adequate internal audit system
commensurate with the size and nature of its business.
7) According to the information and explanations given to us in respect
of statutory and other dues:
a) The company has been generally regular in depositing undisputed
statutory dues, including Provident Fund and other statutory dues with
the appropriate authorities during the year. According to the
information and explanations given to us, there were no undisputed
amount payable in respect of these statutory dues which have remained
outstanding as at 31st March 2010 for the period of more than six
months from the date they became payable.
b) The Company does not have disputed statutory dues.
8) The Company does not have accumulated losses as at the end of the
year and the company has not incurred cash losses during the current
year but has incurred Cash losses in the immediately preceding
financial period.
9) The Company has not taken loans from financial Institutions and
banks; therefore, question of default does not arise.
10) According to the information and explanations given to us, the
company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
11) In our opinion, the Company is not a chit fund/nidhi/ mutual
benefit fund/ society. Therefore provisions of clause (xiii) of
paragraph 4 of the order are not applicable.
12) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
13) According to the information given to us, the company has not given
guarantees for loan taken by others from Banks.
14) To the best of our knowledge and belief and according to the
information and explanations given to us, no term loans were availed by
the company.
15) Based on overall examination of Balance Sheet of the Company as at
March 31st 2010, short term funds were applied for the purpose for
which they were obtained.
16) The company has not made preferential allotment of shares to
parties and companies covered in the Register maintained under section
301 of the Companies Act 1956, during the year.
17) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
18) Other clauses of the said orderare not applicable.
For S. K. Agrawal& Company
Chartered Accountants
Registration No. 306033E
J. K. Roychowdhury
Partner
Membership No. 09271
9th July, 2010
Kolkata