Mar 31, 2018
Report on the standalone Indian Accounting standards (''Ind As'') Financial statements
1. We have audited the accompanying standalone Ind AS financial statements of Haldyn Glass Limited ("the Companyâ), which comprise the Balance Sheet as at March 31, 2018 and the Statement of Profit and Loss (including the statement of Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Ind As Financial statements
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting policies generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, as prescribed under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s 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 Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s 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
4. In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2018, and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
5. Emphasis of Matter
Without qualifying our opinion, attention is invited to Note no. 45.1 of the standalone Ind AS financial statements, regarding managerial remuneration paid to Managing Director and Executive Chairman in excess of limits specified under section 197 of the Companies Act, 2013 read with Schedule V which is subject to approval of Central Government.
6. Other Matter
The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these standalone Ind AS financial statements for the year ended March 31, 2017 and March 31, 2016, are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) audited by us, on which we expressed an unmodified opinion dated May 24, 2017 and May 27, 2016 respectively as adjusted for the differences in accounting principles adopted by the Company on transition to the Ind AS which have been audited by us.
Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory requirements below is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2016 (the "Orderâ), issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Act, 2013, and on the basis of such verification of the books and records as considered appropriate and available and according to the information and explanations given to us, we enclose in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.
8. As required by section 143 (3) of the Act, based on our audit 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, Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flow and 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 Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Indian Accounting Standards) Rules, 2015, as amended.
e) On the basis of written representations received from the directors as on March 31, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act.
f) With respect to the 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" to this report.
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on the financial position in its standalone Ind AS financial statements as referred to in Note 34 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 during the year in transferring the amount which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure ''A'' to the independent Auditors'' Report
(referred to in paragraph (7) under Report on other Legal and Regulatory Requirements of our report to the Members of Haldyn Glass Limited of even date)
i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) According to information and explanations given to us, fixed assets of the Company are being physically verified according to a phased programme of verification so as to verify all assets within a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, during the year no material discrepancies to the extent reconciled with the records available in this respect were noticed on such verifications.
c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company. According to information and explanations given to us the title deeds of the immovable properties as disclosed in Note No. 3 "Property, Plant & Equipment and Other Intangible Assetsâ of the Standalone Financials Statements are in the name of the Company, except in case of land of 12,248 sq. mt. having Gross Block and Net Block of Rs. 17 lakhs which is yet to be registered in the name of the Company. All the immovable properties are in the erstwhile name of the Company i.e. Haldyn Gujarat Glass Limited.
ii) As informed to us, the inventories have been physically verified by the management at reasonable intervals during the year. Further according to the information and explanations given to us, the discrepancies noticed on verification between the physical stocks and book records were not material having regard to the size of the Company and nature of its operations and have been properly dealt with in the books of accounts.
iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of paragraph 3(iii)(a) to (c) of the Order are not applicable to the Company and hence not commented upon.
iv) In our opinion and according to the information and explanations given to us, provisions of section 186 of the Act in respect of investments made have been complied with by the Company. In our opinion and according to the information and explanations given to us, there are no loans, guarantees and securities granted in respect of which provisions of section 185 and section 186 of the Act are applicable and hence not commented upon.
v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
vi) According to information and explanations given to us by the Company it is required to maintain cost records as prescribed by the Central Government under section 148 of the Companies Act, 2013. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the cost records under Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed records have been maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate and complete.
vii) According to the information and explanations given to us, in respect of statutory dues:
a) According to the information and explanations given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Services Tax, Value Added Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities as per the available records as far as ascertained by us on our verification.
b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, Goods and Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable except for the cases mentioned below:
Name of the Statute |
Nature of Tax |
Amount (Rs. In Lakhs) |
Period to which the amount relates |
Forum where dispute is pending |
Central Sales Tax Act |
Sales Tax |
467.34 |
F.Y 1999-2000 to F.Y 2003-2004 & F.Y. 2008-2009 to F.Y. 2010-2011 |
DSCT Appeal-2, Vadodara |
Income Tax Act, 1961 |
Income Tax |
51.66 |
F.Y. 2007-2008 |
Assessing Officer |
0.53 |
F.Y. 2008-2009 |
CIT (Appeals)* |
||
0.53 |
F.Y. 2008-2009 |
Assessing Officer |
||
45.56 |
F.Y. 2009-2010 |
Assessing Officer |
||
6.87 |
F.Y. 2010-2011 |
CIT (Appeals)* |
||
196.54 |
F.Y. 2011-2012 |
Assessing Officer |
||
153.67 |
F.Y. 2013-2014 |
CIT (Appeals)* |
* Order passed by relevant authority, revised order pending to be received from Assessing Officer.
viii) According to information and explanation provided to us, the Company has not defaulted in repayment of loans or borrowings to any Financial Institutions or banks or government as at the balance sheet date. The Company has not issued any debentures.
ix) According to the information and explanations given by the management, the Company has not raised any money by way of initial public offer or further public offer or debt instruments. The Company has used the Term Loans for the purpose for which they were raised.
x) During the course of our examination of books of accounts and as far as records/details made available and verified by us and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed and reported during the year, nor we have been informed of such case by the management.
xi) According to the information and explanations given to us, the Company has paid/provided for managerial remuneration in excess of limits specified under section 197 of the Act read with Schedule V to the extent of Rs. 60.71 Lakhs for which approval of Central Government is sought for by the Company. As informed to us the Company will seek for refund of excess remuneration paid in the event of approval is not granted by the Central Government.
xii) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of paragraph 3(xii) of the Order are not applicable to the Company.
xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the notes to the standalone Ind AS financial statements, as required by the applicable accounting standards.
xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting under clause 3 (xiv) of the Order is not applicable to the Company.
xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or person connected with them. Accordingly provisions of clause 3 (xv) of the Order are not applicable to the Company.
xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly the provisions of clause 3(xvi) of the Order are not applicable to the Company.
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")
(Referred to in paragraph (8(f)) under ''Report on other Legal and Regulatory Requirements'' section of our report to the Members of Haldyn Glass Limited of even date)
1. We have audited the internal financial controls over financial reporting of Haldyn Glass Limited ("the Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Noteâ) issued by the Institute of Chartered Accountants of Indiaâ (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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
3. 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 and the Standards on Auditing as specified under section 143(10) of the Act, to the extent 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
4. 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 standalone Ind AS 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 standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone Ind AS financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
5. 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
6. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Mukund M. Chitale & Co.
Chartered Accountants
Firm Registration No. 106655W
(S. M. chitale)
Place: Mumbai Partner
Date: May 24, 2018 M. No. 111383
Mar 31, 2016
INDEPENDENT AUDITORâS REPORT
To the Members of
HALDYN GLASS LIMITED
Report on the Standalone Financial Statements
1. We have audited the accompanying Standalone Financial Statements of Haldyn Glass Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these 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 Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on these Standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone 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 auditorâs judgment, including the assessment of the risks of material misstatement of the Standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation and fair presentation of the Standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companyâs Directors, as well as evaluating the overall presentation of the Standalone 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
4. 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:
a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2016;
b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Emphasis of Matter
5 Without qualifying our opinion, attention is invited to Note No. 39 (a) of the Standalone financial statements, regarding managerial remuneration paid to Managing Director and Executive Chairman in excess of limits specified under Section 197 of the Companies Act, 2013 read with Schedule V which is subject to approval of the Central Government.
Report on Other Legal and Regulatory Requirements
6 As required by the Companies (Auditorâs Report) Order, 2016 (the âOrderâ), issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, and on the basis of verification of the books and records as considered appropriate and available and according to the information and explanations given to us, we enclose in the Annexure âAâ a statement on the matters specified in paragraphs 3 and 4 of the said order.
7. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(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 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 directors as on 31st March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as 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 operating effectiveness of such controls, we enclose our separate report in Annexure âBâ.
(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 financial statements to the extent determinable/ascertainable - Refer Note 32 to the financial statements.
ii) The Company does not have any long term contracts including derivative contracts for which there are any material foreseeable losses and thus no provision is required under the applicable law or Accounting Standards towards material foreseeable losses.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
Statement on the matters specified in paragraphs 3 and 4 of Companies (Auditorâs Report) Order, 2016
(Referred to in paragraph 6 of our Audit Report of even date)
i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets and certain particulars in respect of plant and machinery, office equipments and furniture & fixture are being updated by the company.
b) According to information and explanations given to us, fixed assets of the Company are being physically verified according to a phased programme of verification so as to verify all assets within a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, during the year no material discrepancies to the extent reconciled with the records available in this respect were noticed on such verifications, except discrepancy noticed on physical verification of moulds having written down value of Rs.112.74 lakhs which have been written off in the Statement of Profit and loss.
c) According to information and explanations given to us the title deeds of the immovable properties as disclosed in Note No. 12 - Fixed Assets of the Standalone Financials Statements are in the name of the Company, except in case of land of 12,248 sq. mt. having Gross Block and Written down value of Rs.17 lakhs which is yet to be registered in the name of the Company. All the immovable properties are in the erstwhile name of the Company i.e. Haldyn Gujrat Glass Limited.
ii) As informed to us, the inventories have been physically verified by the management at reasonable intervals during the year. Further according to the information and explanations given to us, the discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the Company and nature of its operations and have been properly dealt with in the books of account
iii) 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. Accordingly, the provisions relating to same contained in Clause 3 (iii) (a) to (c) of the Order are not applicable.
iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of loans and investments made, and guarantees and security provided by it. The Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Section 185 of the Companies Act, 2013.
v) As informed, the Company has not accepted any deposits during the year from public within the meaning of the directives issued by Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under. Accordingly, the provisions relating to same contained in Clause 3 (v) of the Order are not applicable.
vi) According to information and explanations given to us the Company is required to maintain cost records as prescribed by the Central Government under section 148 of the Companies Act, 2013. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the cost records under section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed records have been maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate and complete.
vii) a) According to the information and explanations given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it as per the available records as far as ascertained by us on our verification, except for delay in payment of Wealth Tax.
According to the information and explanations given to us, there were no undisputed amounts payable in respect of outstanding statutory dues as aforesaid as at 31st March 2016 for a period of more than six months from the date they became payable, except to the extent mentioned here in below:
Name of Statute |
Nature of Dues |
Amount (Rs. in Lakhs) |
Period to which amount relates |
Due Date |
Date of Payment |
Wealth Tax Act, 1957 |
Wealth Tax |
1.25 |
F.Y. 2013-14 |
30th November 2014 |
Not yet paid |
b) According to the records examined by us and as per the information and explanations given to us, the particulars of statutory dues as at March 31, 2016 which have not been deposited on account of disputes and the forum where the dispute is pending is as under:
Name of the Statute |
Nature of Tax |
Amount (Rs. In Lakhs) |
Period to which the amount relates |
Forum where dispute is pending |
Central Sales Tax Act |
Sales Tax |
501.11 |
F.Y. 1999-2000 to F.Y. 2003-2004 & 2008-2009 to 2011-2012 |
DSCT Appeal-2 Vadodara |
Income Tax Act, 1961 |
Income Tax |
272.26 |
F.Y. 2009-2010 |
CIT (Appeals)* |
6.87 |
F.Y. 2010-2011 |
Assessing Officer |
||
196.54 |
F.Y. 2011-2012 |
CIT (Appeals) |
||
153.67 |
F.Y. 2012-2013 |
Assessing Officer |
* Order passed by relevant authority, revised order pending to be received from Assessing Officer.
viii) According to information and explanation provided to us, the Company has not defaulted in repayment of loans or borrowings to any Financial Institutions or banks or government as at the balance sheet date. The Company has not issued any debentures.
ix) According to the information and explanations given to us, the Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions relating to same contained in Clause 3 (ix) of the Order are not applicable.
x) During the course of our examination of books of account and as far as records/details made available and verified by us and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed and reported during the year, nor we have been informed of such case by the management, except payment of Rs.15.02 lakhs made to the creditor which was not credited to his Bank account. The same has been provided for in the books of account.
xi) According to the information and explanations given to us, the Company has paid/provided for managerial remuneration in excess of limits specified under Section 197 of the Companies Act, 2013 read with Schedule V, to the extent of Rs.113.90 lakhs for which approval of Central Government is sought for by the Company. The Company will seek for refund of excess remuneration paid in the event of approval is not granted by the Central government.
xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, provisions of Clause 3 (xii) of the order are not applicable to the Company.
xiii) The Company has entered into transactions with related parties in compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.
xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or person connected with them. Accordingly provisions of clause 3 (xv) of the Order are not applicable to the Company.
xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. According the provisions of clause 3(xvi) of the Order are not applicable to the Company.
For Mukund M. Chitale & Co.
Chartered Accountants
Firm Registration No. 106655W
(S. M. Chitale)
Place: Mumbai Partner
Date: May 27, 2016 M. No. 111383
Mar 31, 2015
1. We have audited the accompanying Financial Statements of Haldyn
Glass 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
2. The Company's Board of Directors is responsible for the matters
stated in Section 134[5] of the Companies Act, 2013 ["the Act"] with
respect to the preparation of these financial statements 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
3. 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 disclosures in the financial statements. The
procedures selected depend on the auditor's judgement, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation and fair presentation of the financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the Company has in place an
adequate internal financial controls system over financial reporting
and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by 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
4. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a] in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2015;
b] in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
c] in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
5 As required by the Companies [Auditor's Report] Order, 2015 [the
"Order"], issued by the Central Government of India in terms of Section
143[11] of the Companies Act, 2013, and on the basis of such
verification of the books and records as considered appropriate and
available and according to the information and explanations given to
us, we enclose in the Annexure a statement on the matters specified in
paragraphs 3 and 4 of the said order.
6. As required by Section 143[3] of the Act, we report that:
[a] We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
[b] In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
[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 written representations received from directors as
on 31st March 2015 and taken on record by the Board of Directors, none
of the directors is disqualified as on 31st March 2015 from being
appointed as 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 Company has disclosed the impact of pending litigations on its
financial position in its financial statements to the extent
determinable/ascertainable  Refer Note 31 to the financial statements.
ii] The Company does not have any long term contracts including
derivative contracts for which there are any material foreseeable
losses and thus no provision is required under the applicable law or
Accounting Standards towards material foreseeable losses.
iii] There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
Statement on the matters specified in paragraphs 3 and 4 of Companies
[Auditor's Report] Order, 2015
[Referred to in paragraph 5 of our Audit Report of even date]
i] a] The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets and certain particulars in respect of plant and machinery,
office equipments and furniture & fixture are being updated by the
company.
b] According to information and explanations given to us, fixed assets
of the Company are being physically verified according to a phased
programme of verification so as to verify all assets within a period of
three years, which in our opinion, is reasonable having regard to the
size of the Company and the nature of its fixed assets. As informed,
during the year no material discrepancies to the extent reconciled with
the records available in this respect were noticed on such
verifications.
ii] a] As informed to us, the inventories have been physically verified
by the management at periodic intervals. In our opinion and according
to the information and explanations given to us, the frequency of such
verification is reasonable.
b] In our opinion and according to the information and explanations
given to us, the procedure of physical verification of inventory
followed by the management is reasonable and adequate in relation to
the size of the Company and nature of its business.
c] In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory.
The discrepancies noticed on verification between the physical stocks
and the book records were not material having regard to the size of the
Company and nature of its operations and have been properly dealt with
in the books of account.
iii] a] 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. Accordingly, the provisions relating
to same contained in Clause [iii] [a] to [b] 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 with regard to purchase of inventory and fixed assets and for
the sale of goods and services. During the course of our audit, no
major weakness has been noticed in the internal control system.
v] As informed, the Company has not accepted any deposits during the
year from public within the meaning of the directives issued by Reserve
Bank of India and the provisions of sections 73 to 76 or any other
relevant provisions of the Companies Act, 2013 and rules framed there
under. Accordingly, the provisions relating to same contained in Clause
[v] of the Order are not applicable.
vi] According to information and explanations given to us the Company
is required to maintain cost records as prescribed by the Central
Government under section 148 of the Companies Act, 2013. We have
broadly reviewed the books of accounts maintained by the Company
pursuant to the rules made by the Central Government for the
maintenance of the cost records under section 148 of the Companies Act,
2013 and are of the opinion that prima facie, the prescribed records
have been maintained. We have however not made a detailed examination
of the said records with a view to determine whether they are accurate
and complete.
vii] a] According to the information and explanations given to us the
Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Employees' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty and other material statutory dues applicable to it as per
the available records as far as ascertained by us on our verification.
According to the information and explanations given to us, there were
no undisputed amounts payable in respect of outstanding statutory dues
as aforesaid as at 31st March 2015 for a period of more than six months
from the date they became payable.
b] According to the records examined by us and as per the information
and explanations given to us, the particulars of statutory dues as at
March 31, 2015 which have not been deposited on account of disputes and
the forum where the dispute is
Name of the
Statute Nature of
Tax Amount Period to which the Forum
where dispute
[Rs. In
Lakhs] amount relates is pending
Central Sales
Tax Act Sales Tax 471.99 F.Y. 1999-2000 to DSCT Appeal-2
F.Y. 2003-2004 & Vadodara
2008-2009 to
2010-2011
Income Tax
Act, 1961 Income Tax 186.06 F.Y. 2007-2008 CIT [Appeals]*
1.21 F.Y. 2008-2009 CIT [Appeals]
272.26 F.Y. 2009-2010 CIT [Appeals]*
6.87 F.Y. 2010-2011 Assessing
Officer
196.54 F.Y. 2011-2012 Assessing
Officer
Fringe
Benefit
Tax 0.35 F.Y. 2008-2009 Assessing
Officer
* Order passed by relevant authority, revised order pending to be
received from Assessing Officer.
c] There are no amounts due as on 31st March 2015 which are required to
be transferred to investor education and protection fund in accordance
with the relevant provisions of Companies Act, 2013 and rules.
viii] Based on the financial statements covered pursuant to this
report, the Company has no accumulated losses as at the year ended 31st
March 2015 and has not incurred cash losses during the current
financial year and the immediately preceding financial year.
ix] According to information and explanation provided to us, the
Company has not defaulted in repayment of dues to Financial
Institutions, banks or debenture holders.
x] According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions and accordingly, the provisions of clause
3[x] of the Order are not applicable to the Company.
xi] According to the information and explanations given to us, no term
loans have been obtained by the Company.
xii] During the course of our examination of books of account and as
far as records/details made available and verified by us and according
to the information and explanations given to us, we have neither come
across any instance of material fraud on or by the Company, noticed and
reported during the year, nor we have been informed of such case by the
management.
For Mukund M. Chitale & Co.
Chartered Accountants
Firm Registration No. 106655W
[S.M. Chitale]
Place : Mumbai Partner
Dated : 29th May 2015 Membership No. 111383
Mar 31, 2014
We have audited the accompanying financial statements of Haldyn Glass
Limited ("the Company"), which comprises of Balance Sheet as at
31st March 2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
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"), read with the General
Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate
Affairs in respect of Section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgement, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in
the circumstances but not for the purpose of expressing an opinion on
the effectiveness of the Company''s internal control. An audit also
includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by 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 Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2014;
(b) in the case of Statement of Profit and Loss, of the profit for the
year ended on that date; and
(c) in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 as
amended by the Companies (Auditor''s Report)(Amendment) Order, 2004
(the "Order"), issued by the Central Government of India in terms
of Section 227(4A) 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.
2. As required by Section 227(3) of the Companies Act, 1956, we report
that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards as referred to in sub-section (3C) of section 211
of the Companies Act 1956, read with the General Circular 15/2013 dated
13th September 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013 to the extent applicable;
e) On the basis of the written representations received from the
directors as on 31st March, 2014 and taken on record by the Board of
Directors, we report that none of the directors of the company is
disqualified as on 31st March 2014 from being appointed as a director
in terms of clause (g) of sub section (1) of section 274 of the
Companies Act,1956;
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT [Referred to in our report
of even date]
i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets and particulars in respect of plant and machineries, office
equipments and furniture & fittings are being updated by the company.
b) According to information and explanations given to us, fixed assets
of the Company are being physically verified according to a phased
programme of verification so as to verify all assets within a period of
three years, which in our opinion, is reasonable having regard to the
size of the Company and the nature of its fixed assets. As informed,
during the year arising out of the physical verification carried out
and to the extent reconciled with the records available, fixed assets
amounting to '' 20.37 lakhs (written down value) have been written off
and provision has been made towards fixed assets amounting to Rs. 20.15
lakhs (written down value).
c) The Company has not disposed off substantial part of fixed assets
during the year under audit.
ii) a) As informed to us, the inventories have been physically verified
by the management at periodic intervals. In our opinion and according
to the information and explanations given to us, the frequency of such
verification is reasonable.
b) In our opinion and according to the information and explanations
given to us, the procedure of physical verification of inventory
followed by the management is reasonable and adequate in relation to
the size of the Company and nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory.
The discrepancies noticed on verification between the physical stocks
and the book records were not material having regard to the size of the
Company and nature of its operations and have been properly dealt with
in the books of account.
iii) a) According to the information and explanations given to us, the
company has not granted any loans, secured or unsecured to companies,
firms or other parties covered in the register maintained under section
301 of the Act. Accordingly,the provisions relating to same contained
in Clause (iii) (a) to (d) of the Order are not applicable.
b) According to the information and explanations provided to us, during
the earlier years the Company had taken loans from a company as covered
in the register maintained under Sec 301 of the Companies Act, 1956 The
maximum balance outstanding during the year was Rs. 400 lakhs and the
year end balance was Rs. NIL.
c) In our opinion and according to information and explanation given to
us, the terms and conditions are prima facie not prejudicial to the
interest of the Company.
d) As per information and explanation given to us, the above loan has
been repaid as at year end. As informed to us the interest payments
have been made on a regular basis.
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 with regard to purchase of inventory and fixed assets and for
the sale of goods and services. During the course of our audit, no
major weakness has been noticed in the internal control system.
v) a) I n our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Companies Act, 1956 have been entered in the
register required to be maintained under that Section.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in
respect of any party during the year have been made at prices which are
reasonable having regard to prevalent market price at the relevant
time.
vi) The Company has not accepted any deposits during the year from the
public within the meaning of the directives issued by the Reserve Bank
of India and the provisions of sections 58A and 58AA or any other
relevant provisions of the Act and the rules framed there under. Hence
the provisions of the Clause (vi) are not applicable to the Company.
vii) According to information and explanations given to us the Company
has an adequate internal audit system commensurate with the size and
nature of its business.
viii) According to information and explanations given to us the Company
is required to maintain cost records as prescribed by the Central
Government under section 209(1) (d) of the Companies Act, 1956 pursuant
to the Companies (Cost Accounting Records Rules, 2011).We have broadly
reviewed the books of accounts maintained by the Company pursuant to
the rules made by the Central Govt. for the maintenance of the cost
records under section 209(1) (d) of the Companies Act, 1956 and are of
the opinion that prima facie, the prescribed records have been
maintained. We have, however, not made a detailed examination of the
said records with a view to determine whether they are accurate and
complete.
ix) a) According to the information and explanations given to us the
Company is regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Employees'' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty and other material statutory dues applicable to it as per
the available records as far as ascertained by us on our verification,
except for few delays in payment of tax deducted at source and Wealth
Tax. There are no undisputed amounts payable which are outstanding as
on 31st March,2014 for a period of more than six months from the date
they became payable except to the extent mentioned herein below:
Name of the
Statute Nature of Dues Amount
[Rs.in Lakhs] Period to
which amount
relates Due Date Date of
Payment
Wealth Tax
Act, 1957 Wealth Tax 0.98 F.Y 2011-12 30th Sept
2012 Not yet
paid
b) According to the records examined by us and as per the information
and explanations given to us, the particulars of statutory dues as at
March 31, 2014 which have not been deposited on account of disputes and
the forum where the dispute is pending is as under:
Name of the
Statute Nature of
Tax Amount Period to which
the amount Forum where
dispute is
[Rs.in
lakhs] relates pending
Central Sales
Tax Act Sales Tax 446.86 F.Y. 1995-1996 to DSCT Appeal-2
Vadodara
F. Y. 2003-2004 &
F. Y. 2009-2010
Income Tax
Act, 1961 Income Tax 11.53 F.Y. 2006-2007 ITAT
273.56 F.Y. 2007-2008
& F. Y. 2009-2010 CIT (Appeals)
9.69 F.Y. 2010-2011 &
F. Y. 2011-2012 Assessing Officer
Fringe Benefit
Tax 0.55 F.Y. 2008-09 Assessing Officer
x) The Company has no accumulated losses as at the year-end. The
Company has not incurred cash losses in the current financial year and
in the immediately preceding financial year.
xi) According to information and explanation provided to us, the
Company has not defaulted in repayment of dues to banks or debenture
holders.
xii) According to information and explanation given to us, the Company
has not granted any loans or advances on the basis of security by way
of pledge of shares, debentures, and other securities, accordingly the
provisions of clause 4 (xii) of the Order are not applicable to the
Company.
xiii) According to the information and explanations given to us, the
Company is not a chit fund or a nidhi mutual fund/ society. Therefore,
the provisions of the clause 4(xiii) of the Order, are not applicable
to the Company.
xiv) According to information and explanation given to us, the Company
has not dealt or traded in shares, securities, debentures and other
investments. Accordingly the provisions of clause 4 (xiv) of the Order
are not applicable to the Company.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions and as such, the provisions of clause 4(xv)
of the Order are not applicable to the Company.
xvi) According to information and explanation given to us, the term
loans have been applied for the purpose for which they have been
obtained.
xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, no short
term funds have been applied for Long Term purposes.
xviii) The Company has not made any preferential allotment of shares
during the year. Therefore, the provisions of clause 4(xviii) of the
Order are not applicable to the Company.
xix) The Company has not issued any debentures. Therefore, the
provisions of clause 4(xix) of the Order are not applicable to the
Company.
xx) The Company has not raised any money by public issue. Therefore,
the provisions of clause 4(xx) of the Order are not applicable to the
Company.
xxi) During the course of our examination of books of account and as
far as records / details made available and verified by us and
according to the information and explanations given to us, we have
neither come across any instance of material fraud on or by the
Company, noticed and reported during the year, nor we have been
informed of such case by the management.
For Mukund M. Chitale & Co.
Chartered Accountants
Firm Registration No. 106655W
[S.M. Chitale]
Place : Mumbai Partner
Dated : May 26, 2014 Membership No. 111383
Mar 31, 2013
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying fnancial statements of Haldyn Glass
Limited ["the Company"], which comprises of Balance Sheet as at 31st
March 2013, and the Statement of Proft and Loss and Cash Flow Statement
for the year then ended, and a summary of signifcant accounting
policies and other explanatory information.
management''s responsibility for the financial Statements
Management is responsible for the preparation of these fnancial
statements that give a true and fair view of the fnancial position,
fnancial performance and cash fows of the Company in accordance with
the accounting standards referred to in sub-section [3C] of section 211
of the Companies Act, 1956 ["the Act"]. This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the fnancial 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 fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgement, including the assessment of
the risks of material misstatement of the fnancial 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 fnancial 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 the accounting estimates made by management, as
well as evaluating the overall presentation of the fnancial statements.
We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
[a] in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2013;
[b] in the case of Statement of Proft and Loss, of the proft for the
year ended on that date; and
[c] in the case of Cash Flow Statement, of the cash fows for the year
ended on that date.
report on other legal and regulatory requirements
1. As required by the Companies [Auditor''s Report] Order, 2003 as
amended by the Companies [Auditor''s Report][Amendment] Order, 2004 [the
"Order"], issued by the Central Government of India in terms of Section
227[4A] 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 specifed in paragraphs 4 and 5
of the said order.
2. As required by Section 227[3] of the Companies Act, 1956, we report
that:
a] We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b] In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c] The Balance Sheet, Statement of Proft and Loss, and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d] In our opinion the Balance Sheet, Statement of Proft and Loss and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards as referred to in sub-section [3C] of section 211
of the Companies Act 1956 to the extent applicable;
e] On the basis of the written representations received from the
directors as on 31st March, 2013 and taken on record by the Board of
Directors, we report that none of the directors of the company is
disqualifed as on 31st March 2013 from being appointed as a director in
terms of clause [g] of sub section [1] of section 274 of the Companies
Act,1956.
aNNeXUre to tHe iNdePeNdeNt aUditors'' rePort
[Referred to in our report of even date]
i] a] The Company has maintained proper records showing full
particulars, including quantitative details and situations of fxed
assets and particulars in respect of plant and machinery and furniture
& fxture are being updated by the Company.
b] According to information and explanations given to us, fxed assets
of the Company are being physically verifed according to a phased
programme of verifcation so as to verify all assets within a period of
three years, which in our opinion, is reasonable having regard to the
size of the Company and the nature of its fxed assets. As informed,
during the year no material discrepancies to the extent reconciled with
the records available in this respect were noticed on such
verifcations.
c] The Company has not disposed off substantial part of fxed assets
during the year under audit.
ii] a] As informed to us, the inventories have been physically verifed
by the management at periodic intervals. In our opinion and according
to the information and explanations given to us, the frequency of such
verifcation is reasonable.
b] In our opinion and according to the information and explanations
given to us, the procedure of physical verifcation of inventory
followed by the management is reasonable and adequate in relation to
the size of the Company and nature of its business.
c] In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory.
The discrepancies noticed on verifcation between the physical stocks
and the book records were not material having regard to the size of the
Company and nature of its operations and have been properly dealt with
in the books of account.
iii] a] According to the information and explanations given to us, the
company has not granted any loans, secured or unsecured to companies,
frms or other parties covered in the register maintained under Section
301 of the Act. Accordingly,the provisions relating to same contained
in Clause [iii] [a] to [d] of the Order are not applicable.
b] According to the information and explanations provided to us, during
the earlier years the Company has taken loans from company as covered
in the register maintained under Section 301 of the Companies Act,
1956. The maximum balance outstanding during the year as well as year
end balance was Rs. 400 Lakhs.
c] In our opinion and according to information and explanation given to
us, the terms and conditions are prima facie not prejudicial to the
interest of the Company.
d] As per information and explanation given to us, the above loans are
repayable within a period of next twelve months. As informed to us the
interest payments are made on a regular basis.
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 with regard to purchase of inventory and fxed assets and for
the sale of goods and services. During the course of our audit, no
major weakness has been noticed in the internal control system.
v] a] In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Companies Act, 1956 have been entered in the
register required to be maintained under that Section.
b] In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in
respect of any party during the year have been made at prices which are
reasonable having regard to prevalent market price at the relevant
time.
vi] The Company has not accepted any deposits during the year from the
public within the meaning of the directives issued by the Reserve Bank
of India and the provisions of sections 58A and 58AA or any other
relevant provisions of the Act and the rules framed there under. Hence
the provisions of the Clause [vi] are not applicable to the Company.
vii] According to information and explanations given to us the Company
has an adequate internal audit system commensurate with the size and
nature of its business.
viii] According to information and explanations given to us the Company
is required to maintain cost records as prescribed by the Central
Government under section 209[1] [d] of the Companies Act, 1956 pursuant
to the Companies [Cost Accounting Records Rules, 2011]. We have broadly
reviewed the books of accounts maintained by the Company pursuant to
the rules made by the Central Government for the maintenance of the
cost records under section 209[1] [d] of the Companies Act, 1956 and
are of the opinion that prima facie, the prescribed records have been
maintained. We have, however, not made a detailed examination of the
said records with a view to determine whether they are accurate and
complete.
ix] a] According to the information and explanations given to us the
Company is regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Employees'' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty and other material statutory dues applicable to it as per
the available records as far as ascertained by us on our verifcation,
except for few delays in payment of tax deducted at source and there
are no undisputed amounts payable which are outstanding as on 31st
March, 2013 for a period of more than six months from the date they
became payable.
b] According to the records examined by us and as per the information
and explanations given to us, the particulars of statutory dues as at
March 31, 2013 which have not been deposited on account of disputes and
the forum where the dispute is pending is as under:
amount
Name of the Statute Nature of tax [Rs. In
lakhs]
Central Sales Tax Act Sales Tax 437.95
Income Tax Act, 1961 Income Tax 11.53
458.32
forum where dispute is
Period to which the amount relates pending
F.Y. 1995-1996 to F. Y. 2003-2004 DSCT Appeal-2 Vadodara
A.Y. 2007-2008 ITAT
A.Y. 2008-2009 & A.Y. 2010-2011 CIT [Appeals]
x] The Company has no accumulated losses at the year-end. The Company
has not incurred cash losses in the current fnancial year and in the
immediately preceding fnancial year.
xi] According to information and explanation provided to us, the
Company has not defaulted in repayment of dues to banks or debenture
holders.
xii] According to information and explanation given to us, the Company
has not granted any loans or advances on the basis of security by way
of pledge of shares, debentures, and other securities, accordingly the
provisions of clause 4 [xii] of the Order are not applicable to the
Company.
xiii] According to the information and explanations given to us, the
Company is not a chit fund or a nidhi mutual fund/ society. Therefore,
the provisions of the clause 4[xiii] of the Order, are not applicable
to the Company.
xiv] According to information and explanation given to us, the Company
has not dealt or traded in shares, securities, debentures and other
investments. Accordingly the provisions of clause 4 [xiv] of the Order
are not applicable to the Company.
xv] According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or fnancial institutions and as such, the provisions of clause 4[xv] of
the Order are not applicable to the Company.
xvi] According to information and explanation given to us, the term
loans have been applied for the purpose for which they have been
obtained.
xvii] According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, no short
term funds have been applied for Long Term purposes.
xviii] The Company has not made any preferential allotment of shares
during the year. Therefore, the provisions of clause 4[xviii] of the
Order are not applicable to the Company.
xix] The Company has not issued any debentures. Therefore, the
provisions of clause 4[xix] of the Order are not applicable to the
Company.
xx] The Company has not raised any money by public issue. Therefore,
the provisions of clause 4[xx] of the Order are not applicable to the
Company.
xxi] During the course of our examination of books of account and as
far as records/details made available and verifed by us and according
to the information and explanations given to us, we have neither come
across any instance of material fraud on or by the Company, noticed and
reported during the year, nor have we been informed of such case by the
management.
For mukund m. chitale & co.
Chartered Accountants
firm registration No: 106655W
[S.m. chitale]
Place : mumbai Partner
Dated : may 30, 2013 membership No. 111383
Mar 31, 2012
1. We have audited the attached Balance Sheet of Haldyn Glass Limited
[Formerly known as Haldyn Glass Gujarat Limited] as at 31st March, 2012
and the annexed Statement of Profit and Loss and Cash Flow Statement
for the year ended on that date. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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. Companies [Auditor's Report] Order, 2003 issued by the Central
Government of India in terms of sub-section [4A] of Section 227 of the
Companies Act, 1956. We give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that;
[a] We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
[b] In our opinion, proper books of account, as required by law have
been kept by the Company so far as appears from our examination of such
books.
[c] The Balance Sheet and Statement of Profit & Loss and the Cash flow
Statement dealt with by this report is in agreement with the books of
account.
[d] In our opinion, the Balance Sheet, Statement of Profit & Loss and
Cash flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section [3C] of section 211 of
the Companies Act, 1956.
[e] On the basis of the written representations received from the
directors as on 31st March, 2012 and taken on record by the Board of
Directors, we report that none of the directors are disqualified as on
31st March, 2012 from being appointed as a director in terms of clause
[g] of sub section [1] of section 274 of the Companies Act, 1956.
[f] In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a. In the case of Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012.
b. In the case of Statement of Profit and Loss, of the Profit for the
year ended on that date.
c. In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
[Referred to in paragraph 3 of our report of even date]
I. In respect of its fixed assets :
[a] The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
[b] The Company has physically verified certain assets during the year
in accordance with a program of verification, which in our opinion
provides for physical verification of the fixed assets at reasonable
intervals. According to the information and explanations given to us,
no material discrepancies were noticed on such verification.
[c] In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
II. In respect of Inventories :
[a] As explained to us, the inventories have been physically verified
by the management at periodic intervals. In our opinion, the frequency
of verification is reasonable.
[b] In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
size of the Company and the nature of its business.
[c] In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory.
The discrepancies noticed on verification between the physical stocks
and the book records were not material having regard to the size of the
operations of the Company and have been properly dealt with in the
books of account.
III. In respect of loans, secured or unsecured granted or taken by the
Company to/from the Companies, firms or other parties covered in the
register maintained u/s. 301 of the Companies Act, 1956 :
[a] The Company has not granted any loans secured or unsecured to any
such party accordingly clause iii [b] [c] and [d] of the Order is not
applicable.
[b] The Company has taken loans from one such party during the year in
respect of which maximum balance outstanding during the year is Rs. 700
Lakhs and year end balance is Rs. 400 Lakhs.
[c] In our opinion and according to the information and explanation
given to us, the terms and conditions are not prima facie prejudicial
to the interest of the Company.
[d] As per the information and explanation given to us, the above loans
were repayable after two years and there is no defined repayment
schedule.
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 nature of its business
for the purchase of fixed assets and for rendering of service. However,
considering the misappropriation of Company's funds by few employees
during the year, the management is in process to further strengthening
the internal control system.
V. In respect of transactions entered in the Register maintained in
pursuance of section 301 of the Companies Act, 1956 :
[a] To the best of our knowledge and belief and according to the
information and explanations given to us, transactions that needed to
be entered into the register have been so entered.
[b] In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under Section 301 of
the Companies Act, 1956 exceeding the value of Rupees Five Lakhs in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at that time.
VI. In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public.
Therefore, the provisions of section 58A and 58AA of the Companies Act,
1956, and Rules framed there under and the directives issued by the
Reserve Bank of India are not applicable.
VII. In our opinion, the Company has an adequate internal audit system
commensurate with the size and nature of its business.
VIII. We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies [Cost Accounting Records] Rules, 2011
prescribed by the Central Government under Section 209[1][d] of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
IX. According to the information and explanations given to us in
respect of statutory and other dues :
[a] The Company is generally regular in depositing undisputed statutory
dues including Provident Fund, Income tax, Sales tax, Service tax, Cess
and other material statutory dues as applicable, during the year with
the appropriate authorities.
[b] There were no Rules relating to the Amount of Cess payable by the
company under section 441A of the Act have been notified by the Central
Government. Hence, we are unable to comment on this particular issue.
[c] According to information and explanations given to us, there are no
undisputed amounts payable in respect of income tax, service tax,
custom duty and excise duty at the year end for the period of more than
six month from the date they become payable.
[d] Disputed dues in respect of Sales Tax à aggregating to Rs. 437.95
Lakhs - pending before Sales Tax Authorities [including appeal to be
filed] have not been deposited since the matters are pending before
relevant Appellate Authorities, as listed below:
Authority where the
dispute is pending Assessment Year Amount
[Rs. lakhs]
DCST Appeal à 2, Vadodara 1995-1996 to 2003-2004 739.55
Less : Liability recognized 301.60
Balance 437.95
Commissioner of Income
Tax [A] 2008-2009 186.06
X. The Company does not have accumulated losses as at 31st March 2012
and has not incurred cash losses during the year covered by our audit
and in the immediately preceding financial year.
XI. Based on our audit procedures and as per the information and
explanation given to us by the management, we are of the opinion that
the Company has not defaulted in the repayment of dues of financial
institutions, banks.
XII. In our opinion and according to the information and explanations
given to us, the Company has not given any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
XIII. The provisions of any special statute as specified under Clause
4[xiii] of the Order are not applicable to the Company.
XIV. In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investment. The company has maintained
proper records of transactions and contracts in respect of investment
in shares and timely entries have been made therein. The Company has
held all the investments in its own name.
XV. According to the information and explanation given to us, the
Company has not given any guarantee for loans taken by others from
banks and financial institutions.
XVI. In our opinion and according to the information and explanation
given to us and on overall basis, the Term loans have been applied for
the purpose for which they have been obtained.
XVII. Based on the information and explanations given to us and on an
overall examination of the balance sheet of the Company in our opinion,
there are no funds raised on a short term basis which have been used
for long term investment.
XVIII. The Company has not made any preferential allotment during the
year.
XIX. As the Company has not issued any debentures during the year
accordingly, clause 4[xix] of the Order is not applicable to the
Company.
XX. The Company has not raised any money by public issue during the
year hence clause 4[xx] of the order is not applicable to the Company.
XXI. Instances of misappropriation of the Company's funds by some
senior employees were noticed during the year. The Company has lodged a
police complaint and initiated appropriate legal action. Investigations
are in progress. The amount involved is not presently quantifiable.
FOR CHATURVEDI SOHAN & CO.
Chartered Accountants
Firm registration No: 118424W
SOHAN CHATURVEDI
Place : mumbai Partner
Dated : may 30, 2012 Membership No. 30760
Mar 31, 2011
1. We have audited the attached Balance Sheet of Haldyn Glass Gujarat
Limited as at 31st March, 2011 and also the Profit and Loss Account and
the Cash Flow statement of the Company 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 the Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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 Companies [Auditor's Report] Order, 2003 as amended
by Companies [Auditor's Report] [Amendment] Order, 2004 [together Ãthe
Order'], issued by the Central Government of India in terms of
sub-section [4A] of section 227 of the Companies Act, 1956 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 in paragraph 3
above, we report that;
[a] We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the 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
such books.
[c] The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
[d] In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section [3C] of section 211 of the
Companies Act, 1956.
[e] On the basis of the 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 clause [g] of sub section [1] of
section 274 of the Companies Act, 1956.
Subject to above, in our opinion and to the best of our information and
according to the explanations given to us, the said accounts read with
significant accounting policies and other notes thereon, 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 at 31st March, 2011; ii] In the case of Profit and Loss Account 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.
ANNEXURE TO THE AUDITORS' REPORT
[Referred to in paragraph 3 of our report of even date]
i] The nature of the Company's business / activities during the year is
such that clauses [viii] & [xiii] of paragraph 4 of the Companies
[Auditor's Report] Order, 2003 are not applicable to the Company for
the year ended on 31st March, 2011.
ii] In respect of its Fixed assets:
[a] The Company has maintained proper records showing full particulars
including quantitative details and the location of Fixed Assets.
[b] The Company has physically verified certain assets during the year
in accordance with a program of verification, which in our opinion
provides for physical verification of the fixed assets at reasonable
intervals. According to the information and explanations given to us no
material discrepancies were noticed on such verification.
[c] In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the year.
iii] In respect of its inventory:
[a] The inventory has been physically verified by management during the
year. In our opinion the frequency of verification is at reasonable
intervals.
[b] In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
[c] In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its inventory
and no material discrepancies were noticed on physical verification.
iv] In respect of loans. Secured or unsecured granted or taken by the
Company to/from companies firm or other parties covered in the
register, maintained u/s. 301 of the Companies Act 1956:
[a] The company has not granted any loans secured or unsecured to any
such party accordingly clause iii [b] [c] and [d] of the Order is not
applicable.
[b] The Company has taken loan from one such party during the year in
respect of which maximum balance outstanding during the year is Rs.
1345.18 Lakhs and year end balance is Rs.. 700 Lakhs.
[c] In our opinion and according to the information and explanations
given to us, the terms and conditions are not prima facie prejudicial
to the interest of the company.
[d] As per the information and explanation given to us, the above were
repayable on demand and there is no defined repayment schedule.
v] 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 nature of its business
with regards to purchase of inventory, fixed assets, sale of goods and
services.
vi] In respect of transactions entered in the Register maintained in
pursuance of section 301 of the Companies Act, 1956;
[a] To the best of our knowledge and belief and according to the
information and explanations given to us, transactions that needed to
be entered into the Register have been so entered.
[b] In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under Section 301 of
the Companies Act, 1956 exceeding the value of Rupees Five Lakhs in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at that time.
vii] The Company has not accepted any deposits from the public.
Therefore, the provisions of section 58A and 58AA of the Companies Act,
1956, and Rules framed there under and the directives issued by the
Reserve Bank of India are not applicable.
viii] In our opinion, the Company has an adequate internal audit system
commensurate with the size and the nature of its business.
ix] 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, Investor Education and
Protection Fund, Employees' State Insurance, Income Tax, Sales Tax,
Wealth- Tax, Customs Duty, Excise Duty, Cess and any other statutory
dues with the appropriate authorities during the year.
[b] According to information and explanations given to us there are no
undisputed amounts payable in respect of income tax, service tax,
customs duty and excise duty at the year end for a period of more than
six months from the date they became payable. However the Wealth tax
arrears of Rs. 2.65 Lakhs s as at the last day of financial year were
outstanding for a period of more than six months from the date they
became payable.
[c] Disputed dues in respect of Sales Tax à aggregating to Rs. 437.95
Lakhs - pending before Sales Tax Authorities [including appeal to be
filed] have not been deposited since the matters are pending before
relevant Appellate Authorities, as listed below:
Authority where the dispute is pending Assessment Amount
Yesr [Rs. Lakh]
DCST [Appeal], Vadodara 1995-1996 to 739.55
2003 - 2004
Less : Liability recognised 301.60
Balance 437.95
x] The Company does not have accumulated losses as on 31st March, 2011
and has not incurred cash losses in current year and immediately
preceding financial year.
xi] Based on our audit procedures and on the information and
explanations given by the Management, we are of the opinion that the
Company has not defaulted in the repayment of dues to financial
institutions, banks and debentureholders.
xii] According to the information and explanations given to us, the
Company has not given 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 explanation
given to us, the Company is not a Dealer / Trader in the securities.
The Company has maintained proper records of transactions and contracts
in respect of investments in shares and timely entries have been made
therein. The Company has held all the investments in its own name.
xiv] In our opinion and according to the information and explanations
given to us, no guarantees have been given by the Company for loans
taken by others from banks and financial institutions.
xv] Based on information and explanation given to us by the Management,
the term loans were applied for the purpose for which the loans were
obtained.
xvi] According to the information and explanation given to us and on
overall examination of the Balance Sheet of the Company we report that
no funds raised on short term basis [net of cash accruals during the
year] have prima facie been used during the year for long term
investment for acquisition of fixed assets.
xvii] The Company has not made any preferential allotment during the
year.
xviii] According to the information and explanations given to us and
the records examined by us, securities have been created in respect of
the debentures issued.
xix] The Company has not raised any money by public issue during the
year.
xx] 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 CHATURVEDI SOHAN & CO.
Chartered Accountants
Firm Registration No. 118424 W
Sohan Chaturvedi
Partner
Membership No. 30760
Place: Mumbai
Dated: May 25, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Haldyn Glass Gujarat
Limited as at 31st March, 2010 and also the Profit and Loss Account and
the Cash Flow statement of the Company 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 the Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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 Companies [Auditors Report] Order, 2003 as amended
by Companies [Auditors Report] [Amendment] Order, 2004 [together
referred to as Ãthe Order], issued by the Central Government of India
in terms of sub-section [4A] of section 227 of the Companies Act, 1956,
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 in paragraph 3
above, we report that;
[ a ] We have obtained all the information and explanations, which to
the best of our knowledge and belief were necessary for the 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
such books.
[c] The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
[d] In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section [3C] of section 211 of the
Companies Act, 1956.
[e] On the basis of the 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 clause [g] of sub section [1] of
section 274 of the Companies Act, 1956.
Subject to above, in our opinion and to the best of our information and
according to the explanations given to us, the said accounts read with
significant accounting policies and other notes thereon, 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 at 31st March, 2010;
ii] In the case of Profit and Loss Account 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.
ANNEXURE TO THE AUDITORS REPORT
[Referred to in paragraph 3 of our report of even date]
i] The nature of the Companys business / activities during the year is
such that clauses [viii] & [xiii] of paragraph 4 of the Companies
[Auditors Report] Order, 2003 are not applicable to the Company for
the year ended on 31st March, 2010.
ii] In respect of its Fixed assets:
[a] The Company has maintained proper records showing full particulars
including quantitative details and the location of Fixed Assets.
[b] The Company has physically verified certain assets during the year
in accordance with a program of verification, which in our opinion
provides for physical verification of the fixed assets at reasonable
intervals. According to the information and explanations given to us no
material discrepancies were noticed on such verification.
[c] In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the year.
iii] In respect of its inventory:
[a] The inventory has been physically verified by management during the
year. In our opinion the frequency of verification is at reasonable
intervals.
[b] In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
[c] In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its inventory
and no material discrepancies were noticed on physical verification.
iv] In our opinion and according to the information and explanations
given to us, during the year the Company has not granted any loans
secured or unsecured to companies, firms or other parties as per
Register maintained under section 301 of the Companies Act 1956.
Accordingly paragraph [iii] [b], [c] and [d] of the Order are not
applicable.
v] In our Opinion and according to the information and explanations
given to us, the Company has taken unsecured loan from a company as per
Register maintained under section 301 of the Companies Act 1956. The
amount outstanding at the year end is Rs. 7 crores. The rate of
interest and other conditions for loan taken are prima facie not
prejudicial to the interest of the company.
vi] 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 nature of its business
with regards to purchase of inventory, fixed assets, sale of goods and
services.
vii] In respect of transactions entered in the Register maintained in
pursuance of section 301 of the Companies Act, 1956;
[a] To the best of our knowledge and belief and according to the
information and explanations given to us, transactions that needed to
be entered into the Register have been so entered.
[b] In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under Section 301 of
the Companies Act, 1956 exceeding the value of Rupees Five Lacs in
respect of any party during the year have been made at prices which are
resonable having regard to prevailing market prices at that time.
viii] The Company has not accepted any deposits from the public.
Therefore, the provisions of section 58A and 58AA of the Companies Act,
1956, and Rules framed there under and the directives issued by the
Reserve Bank of India are not applicable.
ix] In our opinion, the Company has an adequate internal audit system
commensurate with the size and the nature of its business.
x] 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, Investor Education and
Protection Fund, Employees State Insurance, Income Tax,
Sales Tax, Wealth- Tax, Customs Duty, Excise Duty, Cess and any other
statutory dues with the appropriate authorities during the year.
[b] According to information and explanations given to us there are no
undisputed amounts payable in respect of income tax, service tax, ,
customs duty and excise duty at the year end for a period of more than
six months from the date they became payable. However the Wealth tax
arrears of Rs. 2.65 Lacs as at the last day of financial year were
outstanding for a period of more than six months from the date they
became payable.
[c] Disputed dues in respect of Sales Tax à aggregating to Rs. 437.95
Lacs - pending before Sales Tax Authorities [including appeal to be
filed] have not been deposited since the matters are pending before
relevant Appellate Authorities, as listed below:
Authority where the
dispute is pending Assessment Amount
Year [Rs. In Lacs]
DCST, Appeal - 2, Vadodara 1995 - 1996 51.12
DCST, Appeal - 2, Vadodara 1996 - 1997 124.70
DCST, Appeal - 2, Vadodara 1997 - 1998 112.15
DCST, Appeal - 2, Vadodara 1998 - 1999 4.67
DCST, Appeal - 4, Vadodara 1999 - 2000 8.31
DCST, Appeal - 4, Vadodara 2000 - 2001 35.75
DCST, Appeal - 4, Vadodara 2001 - 2002 150.96
DCST, Appeal - 4, Vadodara 2002 - 2003 214.08
DCST, Appeal - 4, Vadodara 2003 - 2004 37.81
Total 739.55
Less : Liability recognized 301.60
BALANCE 437.95
xi] The Company does not have accumulated losses as on 31st March, 2010
and has not incurred cash losses in current year and immediately
preceding financial year.
xii] Based on our audit procedures and on the information and
explanations given by the Management, we are of the opinion that the
Company has not defaulted in the repayment of dues to financial
institutions, banks and debentureholders.
xiii] According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
xiv] In our opinion and according to the information and explanation
given to us, the Company is not a Dealer / Trader in the securities.
xv] In our opinion and according to the information and explanations
given to us, no guarantees have been given by the Company for loans
taken by others from banks and financial institutions,
xvi] Based on information and explanation given to us by the
Management, the term loans were applied for the purpose for which the
loans were obtained.
xvii] According to the information and explanation given to us and on
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short term basis [net of cash accruals during the
year] have prima facie been used during the year for long term
investment for acquisition of fixed assets.
xviii] The Company has not made any preferential allotment during the
year.
xix] According to the information and explanations given to us and the
records examined by us, securities were created in respect of the
debentures issued.
xx] The Company has not raised any money by public issue during the
year.
xxi] 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 CHATURVEDI SOHAN & CO.
Chartered Accountants
Firm Registration No: 118424 W
Sohan Chaturvedi
Place : Mumbai Partner
Date : May 28, 2010 Membership No. 30760
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