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Auditor Report of JRI Industries & Infrastructure Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of JRI Industries & Infrastructure Limited ("The Company"), which comprises of balance sheet as at 31st March 2015, the statement of profit and loss account and the cash flow statement for the year ended on that date annexed thereto and summary of significant accounting policies and explanatory information.

Management's responsibility for the Financial Statements

The Company's Board of Directors is Responsible for the state in Sub-Section (5) of Section 134 of the Companies Act,2013 ("the Act") with respect to the presentation of these financial statements given a true and fair view on the financial position, financial performance and cash flow statements of the company in accordance with the accounting principal generally accepted in India, including Accounting Standards prescribed in Section 133 of the Act, read with Rule 7 of the Companies Accounting (Rule),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. Section and application of appropriate accounting policies; making a judgement and estimates that are reasonable and prudent; and the design, implementation and maintenance on 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.

Auditors' Responsibilities

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 and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

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 amount and the disclosures in the financial statements. The procedures selected depend on the auditor's judgements, including the assessments of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, that auditor considers internal financial control relevant to the company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements along with the notes thereon give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st march, 2015, and its profit and its cash flow for the year ended on that date.

Report on other legal and Regulatory Requirements

As required by 'the Companies (Auditor's report) order, 2015' issued by the Central Government of India in terms of sub-section (11) of the Section 143 of the Act ("the order"), and on basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraph 3 and 4 of the said order.

Further as required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books of accounts.

c) The Balance Sheet, the Statements of Profit and Loss, and the Cash Flow Statements dealt with by this Report are in agreement with the books of accounts.

d) In our opinion, the aforesaid financial statements company with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the company.

f) On the basis of the written presentations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial control over financial reporting of the Company and operating effectiveness of such controls, refer to our separate Report in "Annexure A".

h) With respect to the other matter 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 explanation given to us:

i. The Company does not have any pending litigation which would impact its financial position

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the investor Education and protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 OF JRI INDUSTRIES & INFRASTRUCTURE LIMITED

1. In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

2. In respect of Inventories:

a) The nature of inventory held by the Company does not demand for physical verification and hence, clause 3(ii)(a) and 3(ii)(b) of the Companies (Auditor's Report ) Order, 2015 are not applicable..

b) As explained, the Company has been maintaining proper records of the inventory and no material discrepancies where noticed in relation to it.

3. In respect of loans, secured or unsecured, granted to Companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013;

a) The Company has not granted any loans to such parties during the year and hence the question of regular receipt of principal amount and interest does not arise.

b) The Company had taken unsecured loans, from one individual party and one company covered in the register maintained under Section 301 of the Companies Act, 1956. In respect of individual the maximum amount involved during the year was Rs. 3.41 Lakhs and the year end balance of loans taken was Rs. 3.41 Lakhs. In respect of Company the maximum amount involved during the year was Rs. 0.92 Lakhs and the year end balance of loans taken was Rs. 0.92 Lakhs

c) In our opinion and according to the information and explanations given to us, the terms and conditions of such unsecured Loan taken were not prejudicial to the interest of the Company. There is no instance of overdue amount of Rupees One Lakh

4. In our opinion, and according to the information and explanations given to us, there exist adequate internal control systems commensurate with the size of the Company and the nature of its business with regards to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and explanation given to us, during the year the Company has not accepted any deposits to which the directives of the Reserve Bank or provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 framed there under would apply.

6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the companies Act, 2013 for any of the services of the Company.

7. a) According to the information given to us and the records of the Company examined by us, the Company is regular in depositing the undisputed statutory dues including provident fund, employee's state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Investor Education and Protection Fund and any other statutory dues as at 31st March 2015.

b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of income tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and no statutory dues required to be deposited on account of any dispute, except the following:

Name of Period to Forum where Amount in Statute which amount dispute is Rupees (Nature of relates pending Dues)

Income Tax A. Y. 2011 -12 Commission rate 697840

c) The company is not required to transfer any amount to Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

8. The Company is registered for a period of not less than five years but the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year.

9. The Company has neither taken any loan from banks and financial institutions nor issued any debentures hence the question of default in repayment of dues does not arise.

10. As per the explanation and information given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. The Company has not raised any term loans during the year

12. During the course of our examination of books and records of the Company and according to the information and explanations given by the management, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For BMS JD & Associates

Chartered Accountants (Firm Registration No. 121714W)

Sd/- Vaibhav K Doshi Partner Membership No. 110039 Place: Mumbai

Date:30.05.2015


Mar 31, 2014

We have audited the accompanying financial statements of JRI Industries & Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss for the year then ended and Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 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.

AAn 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. 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/ loss 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.

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Act and on the basis of such checks of books and records as were considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and 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 and Statement of Profit and Loss and Cash Flow Statement, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013..

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

ANNEXURE TO THE AUDITORS'' REPORT''S

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF JRI INDUSTRIES & INFRASTRUCTURE LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014.

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

b) According to the information and explanations given to us, the Fixed Assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

c) There was no substantial disposal of Fixed Assets during the year.

2.

a) The procedures of verification followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

b) The Company is maintaining proper records of Inventory.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted Loans during the year to any parties covered in the register maintained under section 301 of the Companies Act, 1956

b) The Company had taken unsecured loans, from one individual party and one company covered in the register maintained under Section 301 of the Companies Act, 1956. In respect of individual the maximum amount involved during the year was Rs. 3.41 Lakhs and the year end balance of loans taken was Rs. 3.41 Lakhs. In respect of Company the maximum amount involved during the year was Rs. 0.92 Lakhs and the year end balance of loans taken was Rs. 0.92 Lakhs.

c) In our opinion and according to the information and explanations given to us, the terms and conditions of such unsecured Loan taken were not prejudicial to the interest of the Company.

4. 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 regards to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In our opinion and according to the information and explanations given to us, there were no contracts or arrangements during the year, referred to in Section 301 of the Act, that need to have been entered in the register maintained under that section. Accordingly, clause 4 (v) (a) and (b) of the Order are not applicable to the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In our Opinion, the Company has an adequate Internal Audit System Commensurate with the size and nature of its Business.

8. As explained to us, maintenance of Cost Records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the information and explanations given to us, and on the basis of our examination of the books of account, The Company has generally been regular in depositing undisputed statutory dues including Income Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Investor Education and Protection fund, and any other material statutory dues, as applicable to it and there is no outstanding as on March 31, 2014 for a period of more than Six Months from the date they became payable.

b) According to the information and explanations given to us, there are no dues in respect of Income Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and cess that have not been deposited with the appropriate authorities on account of any dispute, except for the following.

Name of Statute Period to which Forum where Amount in (Nature of Dues) amount relates dispute is pending Rupees

Income Tax A. Y. 2011-12 Commissionarate 697840

10. The Company''s accumulated losses at the end of the financial year are less than fifty one percent of its net worth. The company has not incurred any cash losses in the current year and has not incurred any cash losses in the immediately preceding financial year.

11. The Company has not borrowed any fund from financial institutions, banks or debenture holders and therefore clause 4(xi) of the order is not applicable.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore clause 4(xii) of the order is not applicable.

13. The Company is not a chit fund or a Nidhi / Mutual Benefit Fund/ Society and therefore clause 4(xiii) of the order is not applicable.

14. The Company has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions and therefore clause 4(xv) of the order is not applicable.

16. The Company not obtained any term loans and therefore clause 4(xvi) of the order is not applicable.

17. The Company has not raised any fund on short-term basis and therefore clause 4(xvii) of the order is not applicable.

18. During the year the Company has not made any Preferential Allotment of Shares to parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and therefore clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by way of public issue and therefore clause 4(xx) of the order is not applicable.

21. During the year no fraud on or by the Company has been noticed or reported and therefore clause 4(xxi) of the order is not applicable.

For BMS JD & Associates Chartered Accountants (Firm Registration No. 121714W)

Sd/- Vaibhav K Doshi Partner Membership No. 110039

Place: Mumbai Date: 30.05.2014


Mar 31, 2012

1) We have audited the attached Balance Sheet of JRI Industries & Infrastructure Limited as at March 31, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003 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 books and records as were considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 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 purposes of our audit;

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

c. The Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement dealt with this Report are in agreement with the books of account;

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

e. On the basis of written representation received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of 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 Financial Statements read together with the Significant Accounting Policies and 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

II. in the case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORTS

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF JRI

INDUSTRIES & INFRASTRUCTURE LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012

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

b) According to the information and explanations given to us, the Fixed Assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

c) There was no substantial disposal of Fixed Assets during the year.

2. There is no inventory and therefore clause 4(ii) of the order is not applicable.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted Loans during the year to any parties covered in the register maintained under section 301 of the Companies Act, 1956

b) The Company had taken unsecured loans, from one individual party and one company covered in the register maintained under Section 301 of the Companies Act, 1956. In respect of individual the maximum amount involved during the year was Rs. 3.10 Lakhs and the year end balance of loans taken was Rs. 3.10 Lakhs. In respect of Company the maximum amount involved during the year was Rs. 0.62 Lakhs and the year end balance of loans taken was Rs. 0.92 Lakhs.

c) In our opinion and according to the information and explanations given to us, the terms and conditions of such unsecured Loan taken were not prejudicial to the interest of the Company.

4. 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 regards to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In our opinion and according to the information and explanations given to us, there were no contracts or arrangements during the year, referred to in Section 301 of the Act, that need to have been entered in the register maintained under that section. Accordingly, clause 4 (v) (a) and (b) of the Order are not applicable to the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In our Opinion, the Company has an Internal Audit System Commensurate with the size and nature of its Business.

8. As explained to us, maintenance of Cost Records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956.

a) According to the information and explanations given to us, and on the basis of our examination of the books of account, The Company has generally been regular in depositing undisputed statutory dues including Income Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Investor Education and Protection fund, and any other material statutory dues, as applicable to it and there is no outstanding as on March 31, 2012 for a period of more than Six Months from the date they became payable.

b) According to the information and explanations given to us, there are no dues in respect of Income Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company's accumulated losses at the end of the financial year are less than fifty one percent of its net worth. The company has not incurred any cash losses in the current year and has not incurred any cash losses in the immediately preceding financial year.

11. The Company has not borrowed any fund from financial institutions, banks or debenture holders and therefore clause 4(xi) of the order is not applicable.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore clause 4(xii) of the order is not applicable.

13. The Company is not a chit fund or a Nidhi / Mutual Benefit Fund/ Society and therefore clause 4(xiii) of the order is not applicable.

14. The Company has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions and therefore clause 4(xv) of the order is not applicable.

16. The Company not obtained any term loans and therefore clause 4(xvi) of the order is not applicable.

17. The Company has not raised any fund on short-term basis and therefore clause 4(xvii) of the order is not applicable.

18. In respect of preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act:

a) The Company has made an allotment of 1099500 equity shares on conversion of warrants, which were earlier allotted on preferential basis to such parties and companies.

b) In our opinion and according to the information and explanations given to us, the price at which shares and warrants have been issued is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures and therefore clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by way of public issue and therefore clause 4(xx) of the order is not applicable.

21. During the year no fraud on or by the Company has been noticed or reported and therefore clause 4(xxi) of the order is not applicable.



For BMS JD & Associates

Chartered Accountants

(Firm Registration No. 121714W)

sd/-

Vaibhav K Doshi

Partner

Membership No. 110039

Place: Mumbai

Date: 14.08.2012


Mar 31, 2011

1) We have audited the attached Balance Sheet of JRI Industries & Infrastructure Limited as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 the Companies (Auditor's Report) order, 2003 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 books and records as were considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 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 purposes of our audit;

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

c. The Balance Sheet, Profit & Loss account and the Cash Flow Statement dealt with this Report are in agreement with the books of account;

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

e. On the basis of written representation received from 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.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

II. in the case of the Profit and Loss Account, of the profit for the year ended on that date.

III. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF JRI INDUSTRIES & INFRASTRUCTURE LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011

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

b) According to the practice of the Company, fixed assets are physically verified by the management in accordance with the phased verification program, which in our opinion is reasonable having regards to the size of the Company and the nature of its fixed assets. To the best of our knowledge no material discrepancies have been noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets so as to affect its status as going concern.

2. There is no inventory and therefore clause 4(ii) of the order is not applicable.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted Loans during the year to any parties covered in the register maintained under section 301 of the Companies Act, 1956

b) The Company had taken unsecured loans, from one individual party and one company covered in the register maintained under Section 301 of the Companies Act, 1956. In respect of individual the maximum amount involved during the year was Rs.2.80 Lakhs and the year end balance of loans taken was Rs.2.80 Lakhs. In respect of Company the maximum amount involved during the year was Rs.0.62 Lakhs and the year end balance of loans taken was Rs.0.62 Lakhs.

c) In our opinion and according to the information and explanations given to us, the terms and conditions of such unsecured Loan taken were not prejudicial to the interest of the Company.

4. 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 for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / 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 each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our Opinion, the Company has an Internal Audit System Commensurate with the size and nature of its Business.

8. As explained to us, maintenance of Cost Records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956.

9. a) The Company has been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, as applicable to it, with the appropriate authorities.

The Company has no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, as applicable to it, as at March 31, 2011 for the period of more than six months from the date they become payable.

b) The Company has no disputed amount payable in respect of income tax, value added tax, wealth tax, service tax, custom duty, excise duty cess and other statutory dues, as applicable to it, which have not been deposited on account of any dispute.

10. The company's accumulated losses at the end of the financial year are less than fifty one percent of its net worth. The company has not incurred any cash losses in the current year and has not incurred any cash losses in the immediately preceding financial year.

11. The Company has not borrowed any fund from financial institutions, banks or debenture holders and therefore clause 4(xi) of the order is not applicable.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore clause 4(xii) of the order is not applicable.

13. The Company is not a chit fund or a nidhi / mutual benefit fund/ society and therefore clause 4(xiii) of the order is not applicable.

14. The Company has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions and therefore clause 4(xv) of the order is not applicable.

16. The Company not obtained any term loans and therefore clause 4(xvi) of the order is not applicable.

17. The Company has not raised any fund on short-term basis and therefore clause 4(xvii) of the order is not applicable.

18. In respect of preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act:

a) The Company has made an allotment of 120000 equity shares on conversion of warrants, which were earlier allotted on preferential basis to such parties and companies.

b) In our opinion and according to the information and explanations given to us, the price at which shares and warrants have been issued is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures and therefore clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by way of public issue and therefore clause 4(xx) of the order is not applicable.

21. During the year no fraud on or by the Company has been noticed or reported and therefore clause 4(xxi) of the order is not applicable.

For Narendra Samar & Co.

Chartered Accountants

Sd/-



Narendra Samar

Proprietor

Membership No. 119521

Place: Mumbai

Date : 03.08.2011


Mar 31, 2009

We have audited the attached Balance sheet of JRI Industries & Infrastructure Ltd as at 31st March, 2009 and also the Profit and Loss Account 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.

We conducted our audit in accordance with auditing standard 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 opinion.

1. As required by the manufacturing and other companies (Auditor''s Report) Order 1988 issued by the Companies Act 1956 and as per the information and explanations furnished to us and the books and records examined by us in the normal course of Audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above we report that

a) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of these books.

c) The attached balance sheet and profit and loss account are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and the Profit and Loss Account comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act. 1956.

e) On the basis of written representations received from the directors as on 31st March, 2009 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, 2009 form being appointed as a directors in terms of clause (g) of sub-Sections (i) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to explanation given to us, the said statement of accounts, read together with the 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 the Balance Sheet of the state of affairs of the Company as at 31st March, 2009.

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

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in paragraph 1 of our report of even date to the members of JALGAON RE- ROLLING INDUSTRIES LTD. on the accounts for the year ended 31st March, 2009.

1. (a) The company has maintained proper records showing full particulars including Quantitative details and situation of its Fixed Assets.

(b) As explained to us the fixed assets have been physically verified by the management during the year which in our opinion is at reasonable intervals having regards to the Company and the nature of its business.

(c) We are informed that no normal discrepancies were noticed by management on such verification a compared with the aforesaid records of fixed assets.

2. (a) Inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion, the procedures of physically verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory record, in our opinion, the company is maintaining proper record of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) The company has neither granted nor taken any loans to and from companies, firms or other parties covered in the register maintained under section 301 of the companies Act.1956.

(b) The rate of interest and other terms and condition in respect of unsecured loans given by the company are in our opinion, prima facie not prejudicial to the interest of the company.

(c) In respect of such loans given by the company, where stipulation have been made, they have repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable.

(d) In respect of such loans given by the company, there are no overdue amount more than Rs. 100000/-.

4. In our opinion and according to the information and explanation given to us there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and the sale of Steel Products. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5. (a) In our opinion and according to the information and explanation given to us the transaction made in purchase of contracts or arrangements, that needed to be entered in the register maintained under section 301 of the Companies Act.1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, there are no transaction made in pursuance of such contracts or arrangement s and exceeding Rs. Five Lakhs in respect of any party during the year, which have been made at price which are not reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from public during the year falling, under the provisions of section 58(A) and 58 (AA) of the companies Act.1956 read with companies (Acceptance of Deposits) rules 1975.

7. The Company''s paid up capital and reserves exceed rupees 50 Lakhs as at the commencement of the financial year. It has an internal audit system commensurate with its size and nature of its business.

8. As informed to us the central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act.1956 in respect of any product.

9. (a) According to the records of the company undisputed statutory dues including Provident fund, investor Education and Protection fund, Employees state Insurance, Income tax, wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriates.

(b) According to the information and explanation given to us no undisputed amounts payable In respect of the aforesaid dues were outstanding as at 31st March, 2009 for a period of More than six months from the date of becoming payable.

10. In our opinion and according to information and explanations given to us the Company Does have accumulated losses at the end of the financial year. The Company has not incurred cash losses except for Rs. 2103 during the financial year and the immediately preceding financial year.

11. In our opinion and according to information and explanation given to us the company has not defaulted in repayment of dues to banks, financial institution or debenture holders.

12. In our opinion and according to information and explanations given to us the company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanation given to us the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore the provisions of clause 4(xiii) of the said order are not applicable to the company.

14. In our opinion and according to information and explanations given to us the Company does not deal in commodities.

15. In our opinion and according to information and explanations given to us the company has not given any guarantee for loans taken by others form banks or financial institutions.

16. Based on the information and explanation given to us by the management, term loans were applied for the purpose for which the loans were obtained.

17. In our opinion and according to information and explanation given to us the Company has not used funds raised on short term basis for long term investment or vice versa during the year.

18. In our opinion and according to information and explanations given to us the Company has not made any preferential allotment of share to parties and companies covered in the Register maintained under section 301 of the act during the year.

19. In our opinion and according to information and explanation given to us the Company has not issued any debenture hence the question of creating any securities in respect of the same does not arise.

20. In our opinion and according to information and explanation given to us the Company has not raised any money by public issues during the year hence the question its end use does not arise.

21. In our opinion and according to information and explanation given to us no fraud on or by the Company does been noticed or reported during the year.

For RASHMI SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

S/d-

PROPRIETOR

PLACE: MUMBAI

DATE: 18th JULY, 2009.

 
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