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Auditor Report of Indo Thai Securities Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Indo Thai Securities Limited ("the Company"), which comprise the Balance Sheet as at March 31st, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended 31st Match 2014, 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"). 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the Profit and Loss Account, of the profit for the yearended 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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A)of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 comply with the Accounting Standards referred to in subsection(3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Forming an Opinion and Reporting on Financial Statements

annexure to the auditors report of even date to the members of indo thai securities limited

I. a. The company is maintaining proper records showing full particulars, including quantitative and situation of fixed assets;

b. All the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies have been noticed on such verification.

c. During the year in our opinion, company has not disposed-off substantial part of fixed assets.

ii. a. As explained to us the stock of shares during the year was in

demat form and management has verified the same from the demat account statement. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation the size of company and the nature of its business;

c. The company is maintaining proper records of inventory and no material discrepancies were noticed on verification between electronic records and book records.

iii. a. In our opinion, the company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

iv. In our opinion company''s internal control procedures are commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

v. a. In our opinion, the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 have been so complied with. b. In our opinion there are no such transactions exceeding Rs. Five lacs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, materials or services at the relevant time.

vi. The Company has not accepted deposits from the public and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where not applicable.

vii. In our opinion the company has an internal audit system commensurate with size and nature of its business;

viii. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the companies Act, 1956.

ix. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as and wherever applicable to the Company, with the appropriate authorities. Based on the information furnished to us, there are no undisputed statutory dues as on March 31, 2014, which are outstanding for a period exceeding six months from the date they became payable.

(b) The disputed statutory dues aggregating 9.40 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

S. Name of Name of Amount Period to Forum before No. the Statute the Statute (In Lacs) wich the dispute is amount pending relates

1. Income Tax Income 18.60 Assessment Appellate Act, 1961 Tax (9.00 Lacs Year Tribunal Paid) 2009-10 X. The Company has neither accumulated losses as at 31st March 2014 nor has incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of its dues to a financial institution or bank or debenture holders.

xii. The company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

xiii. The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the order are not applicable to the company.

xiv. Proper records have been maintained by the company of the transactions and contracts and timely entries have been made therein in respect of dealing & trading in shares, securities, debentures and other investments and no shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Companies Act, 1956.

xv. The Company has not given any guarantee for loans taken by other from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

xvi. The Company has not obtained any term loans that were not applied for the purpose for which the loans were 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 shortterm basis which have been used for long term investment and vice versa.

xviii. The Company has not made any preferential allotments of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix. No securities have been created by the Company in respect of debenture issued.

xx. The company has not raised any money by public issue during the year.

xxi. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.Ramanand Aiyar & Co. Chartered Accountants Firm''s Reg. No. 000990N Sd/- Place : Indore CA Amit Singhvi Date : May 09, 2014 Partner Membership Number: 129331


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Indo Thai Securities Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2013, 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"). 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Profit and Loss Account, 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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A)of section 227 of the Act, we give in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 comply with the Accounting Standards referred to in subsection(3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Forming an Opinion and Reporting on Financial Statements

i. a. The company is maintaining proper records showing full particulars, including quantitative and situation of fixed assets;

b. All the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies have been noticed on such verification.

c. During the year in our opinion, company has not disposed off substantial part of fixed assets.

ii. a. As explained to us the stock of shares during the year was in demat form and management has verified the same from the demat account statement. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation the size of company and the nature of its business;

c. The company is maintaining proper records of inventory and no material discrepancies were noticed on verification between electronic records and book records.

iii. a. In our opinion, the company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the companies Act 1956 clauses iii(b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

iv. In our opinion company''s internal control procedures are commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

v. a. In our opinion, the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 have been so complied with. b. In our opinion there are no such transactions exceeding Rs. Five lacs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, materials or services at the relevant time.

vi. The Company has not accepted deposits from the public and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where not applicable.

vii. In our opinion the company has an internal audit system commensurate with size and nature of its business;

viii. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the companies Act, 1956.

ix. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as and wherever applicable to the Company, with the appropriate authorities. Based on the information furnished to us, there are no undisputed statutory dues as on March 31, 2013, which are outstanding for a period exceeding six months from the date they became payable.

b. According to the information and explanations given to us and records of the Company examined by us, there are no disputed statutory dues as on March 31, 2013.

x. The Company has neither accumulated losses as at 31st March 2013 nor has incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of its dues to a financial institution or bank or debenture holders.

xii. The company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

xiii.The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the order are not applicable to the company.

xiv.Proper records have been maintained by the company of the transactions and contracts and timely entries have been made therein in respect of dealing & trading in shares, securities, debentures and other investments and no shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Companies Act 1956.

xv. The Company has not given any guarantee for loans taken by other from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

xvi. The Company has not obtained any term loans that were not applied for the purpose for which the loans were 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 short-term basis which have been used for long term investment and vice versa.

xviii. The Company has not made any preferential allotments of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix. No securities have been created by the Company in respect of debenture issued.

xx. The company has not raised any money by public issue during the year.

xxi. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.Ramanand Aiyar & Co.

Chartered Accountants

Firm''s Reg. No. 000990 N

Sd/-

CA Amit Singhvi

Date : May 06, 2013 Partner

Place : Indore Membership Number: 129331


Mar 31, 2012

We have audited the attached Balance Sheet of INDO THAI SECURITIES LIMITED, 16, 4th Floor, Dawa Bazar, Indore (M.P.) as at 31st March 2012 and also the Profit And Loss Account of the company for the period ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit plan includes examining, on 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 managements, as well as evaluating the overall financial presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956. We enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

1. 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;

2. In our opinion, proper books of accounts as required by law have been kept by the company, so far as it appears form our examination of such books of accounts;

3. the balance Sheet and the Profit & Loss Account dealt by this report are in agreement with books of accounts;

4. In our opinion the Profit & Loss Account and Balance Sheet comply with the mandatory accounting standards referred to in sub sec. (3C) of sec. 211 of the Companies Act, 1956;

5. On the basis of the written representation received from the directors as on 31 March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2012 from being appointed as a director in the terms of clause (G) of sub-section (1) of section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanation given to us the accounts read together with significant accounting policies and subject to notes to the account, given the information required by the Companies Act, 1956 in the manner so required and given a true and fair view;

A. In the case of Balance Sheet, of the state of affairs of the company As on 31st March 2012, and

B. In the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date.

We have audited the attached Balance Sheet of Indo Thai Securities Limited, 16, 4th Floor, Dawa Bazar, Indore as at 31st March 2012 and also the attached Profit & Loss account of the company for the year ended on that date annexed thereto and report that;

1. 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;

2. In our opinion, proper books of accounts and records as specified in Rule 15 of the Securities Contracts (regulation) Rules, 1957 have been kept by the company so far as it appears form our examination of such books of accounts;

3. The Stock Broker has complied with the requirements of the stock exchange so far as they relate to maintenance of account and was regular submitting the required accounting information to the stock exchange as informed and explanation given to us;

4. the Balance Sheet and the Profit & Loss Account dealt by this report are in agreement with books of account;

5. In our opinion and to the best of our information and according to the explanation given to us the accounts subject to notes to the account, given a true & fair view

A. In the case of Balance Sheet, of the state of affairs of the company as on 31st March 2012, and

B. In case of the Profit & Loss Account, of the profit of the company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF INDO THAI SECURITIES LIMITED

i a. The company is maintaining proper records

showing full particulars, including quantitative and situation of fixed assets;

b. All the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies have been noticed on such verification.

c. During the year in our opinion, company has not disposed off substantial part of fixed assets.

ii. a. As explained to us the stock of shares during the year was in demat form and management has verified the same from the demat account statement. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation the size of company and the nature of its business;

c. The company is maintaining proper records of inventory and no material discrepancies were noticed on verification between electronic records and book records.

iii. a. In our opinion, the company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the companies Act 1956. Clauses iii (b), iii(c) and iii(d) of paragraph 4 of the Order, are not applicable.

iv. In our opinion company's internal control procedures are commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

v. (a) In our opinion, the transactions that need to be entered into a register maintained under section 301 of the Companies Act, 1956 have been so complied with.

(b) In our opinion there are no such transactions exceeding Rs. Five lacs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, materials or services at the relevant time.

vi. The Company has not accepted deposits from the public and the provisions of suctions 58A and 58AA of the Act and the rules framed there under, were not applicable.

vii. In our opinion the company has an internal audit system commensurate with size and nature of its business; viii. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the companies Act, 1956.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as and wherever applicable to the Company, with the appropriate authorities. Based on the information furnished to us, there are no undisputed statutory dues as on March 31, 2012, which are outstanding for a period exceeding six months from the date they became payable.

(b) The disputed statutory dues aggregating 9.40 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

S. Name of the Name of the Amount No. Statute Statute (In Lacs)

1 Income Tax Act, Income Tax 18.40 1961 (9.00 Lacs paid)

Period to which the Forum before amount relates dispute is pending

Assessment Year Appellate Tribunal 2009-10

x. The Company has neither accumulated losses as at 31st March 2012 nor has incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of its dues to a financial institution or bank or debenture holders.

xii. The company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

xiii. The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the order are not applicable to the company.

xiv. Proper records have been maintained by the company of the transactions and contracts and timely entries have been made therein in respect of dealing & trading in shares, securities, debentures and other investments and no shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Companies Act 1956.

xv. The Company has not given any guarantee for loans taken by other from bank or financial institutions, the terms and conditions whereof are prejudicial to he interest of the company.

xvi. The Company has not obtained any term loans that were not applied for the purpose for which the loans were 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 short-term basis which have been used for long term investment and vice versa.

xviii. The Company has not made any preferential allotments of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix. No securities have been created by the Company in respect of debenture issued.

xx. During the year the Company has made an Initial

Public Offer (IPO) of 40 Lacs Equity Shares of Rs. 10/- each at premium of Rs. 64/- per share for cash aggregating to Rs. 2960 Lacs and shares of the Company got listed on BSE Ltd. and National Stock Exchange of India Ltd. (NSE) on 2nd November, 2011.

xxi. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For S. Ramanand Aiyar & Co. Chartered Accountants Firm Registration No. 000990N

Sd/- Amit Singhvi Partner Membership No. 129331

Indore, May 15th 2012

 
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