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Auditor Report of IL&FS Investment Managers Ltd.

Mar 31, 2012

1. We have audited the attached Balance Sheet of IL&FS INVESTMENT MANAGERS LIMITED ("the Company") as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

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

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

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

(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(e) in our opinion and to the best of our information and according to the explanations given to us, they said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2012 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

Re: IL&FS INVESTMENT MANAGERS LIMITED

(Referred to in paragraph (3) of our report of even date)

(i) Having regard to the nature of the Company's activities clauses (ii), (viii), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii), (xix) and (xx) of CARO are not applicable to the Company

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has placed inter corporate deposits aggregating Rs 260,000,000 during the year with one such party. At the year-end, the outstanding balance of such deposit was Rs 260,000,000 and the maximum amount involved during the year was Rs 313,365,753

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company

(c) The receipts of principal amounts and interest have been regular

(d) There are no overdue amounts over Rs 100,000 remaining outstanding as at March 31, 2012 from the date that they became due for payment

The Company has not taken any loans from companies firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956 and accordingly, clauses (f) and (g) of the paragraph 4(iii) of CARO are not applicable to the Company

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and the sale of services. During the course of our audit, we have not observed any major weakness in such internal control system

(v) To the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needed to be entered in the register maintained under the said section (except for the deposit reported under paragraph (iii) above). Accordingly sub clause (b) of clause (v) is not applicable

(vi) According to the information and explanation given to us, the Company has not accepted any deposits from the public covered under the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, during the year

(vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business

(viii) According to information and explanation given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues of Income Tax and has been regular in depositing other undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities during the year

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears, outstanding as at March 31, 2012 for a period of more than six months from the date they became payable

(c) Details of disputed Income-tax dues which have not been deposited as on March 31, 2012 on account of any dispute are given below:

Name of statute Nature of the dues Forum where dispute Period of which the amount relates Amount (Rs.) is pending Income Tax Act 1961 Income tax in demand. CIT (A) Assessment year 2008-09 4,778,656

(ix) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act,1956

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No.117365W)

Kalpesh J. Mehta

Partner

Place : Mumbai (Membership No. 48791)

Date : May 3, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of IL&FS INVESTMENT MANAGERS LIMITED (the "Company") as at March 31, 2011, 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 ouraudit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that ourauditprovidesareasonablebasisforouropinion.

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Furtherto ourcomments in the Annexure referred to in paragraph 3 above, we report as follows:

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

(b) in ouropinion, properbooks of account as required by law have been keptbythe Company so far as it appears from our examination of those books;

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

(d) in ouropinion, the Balance Sheet, the Profitand Loss Account and the Cash Flow Statement dealt with by this report are in compliance with theAccounting Standards referred to Section 211 (3C)of the CompaniesAct, 1956.

(e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the BalanceSheet,of the state of affairs of the Company as at March31,2011:

(li) in the case of the Profit and LossAccount, of the profit for the year ended on that date and

(lii) in the case ofthe Cash Flow Statement, ofthe cash flows for theyearendedonthatdate.

5. On the basis ofthe written representations received from the Directors as on March 31, 2011 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a director in terms of Section 274(1 )(g) of the CompaniesAct, 1956.

Annexure to the Auditors Report Re: IL&FS INVESTMENT MANAGERS LIMITED (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Companys activities clauses (ii), (viii), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii), (xix) and (xx) of CARO are not applicable to the Company.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in ouropinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in ouropinion, not affected the going concern status of the Company.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained undeletion 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has placed inter corporate deposits aggregating Rs. 377,303,253 during the year with one such party. At the year-end. the outstanding balance of such deposit was Rs. 313,365,753 and the maximum amount involved during the year was Rs! 373,365,753.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) The receipts of principal amounts and interest have been regular.

(d) There are no overdue amounts over Rs. 100,000 remaining outstanding as at March 31,2011.

The Company has not taken any loans from companies firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and accordingly, clauses (f) and (g) of the paragraph 4(iii) of CARO are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and the sale of services. During the course of ouraudit, we have notobserved any majorweakness in such internal control system.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needed to be entered in the register maintained under the said section (excluding deposit reported under paragraph (iii) above). Accordingly sub clause (b)of clause (v) is not applicable.

(vi) According to the information and explanation given to us, the Company has not accepted any deposits from the public covered under the provisions of Section 58Aand 58AAof the Companies Act, 1956 and the rules framed there under, during the year.

(vii) In our opinion the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) According to information and explanation given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing Service Tax and income tax and regular in depositing undisputed dues. including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Cess and other material statutory dues applicable to it with the appropriate authorities during the year.

(b) There were no undisputed amounts payable in respect of Income-tax, Cess and other material statutory dues in arrears, outstanding as at March 31,2011 for a period of more than six months from the date they became payable.

(c) Details of disputed Income-tax dues which have not been deposited as on March 31,2011 on account of any dispute are given below:

Name of Nature of Forum where Period ofwhich Amount statute the dues dispute the amount relates (Rs.)

Income Tax Act, 1961 Income Tax in demand CIT (A) and ITAT (Appeals) 2003-2007 12,187,094

(ix) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act,1956.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants (Registration No. 117366W) A. B. JANI

Mumbai, April 21, 2011 Partner

(Membership No. 46488)

 
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