Mar 31, 2018
Report on the Indian Accounting Standards (Ind AS) Financial Statements
We have audited the accompanying Ind AS financial statements of KEMP & COMPANY LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018 and the Statement of Profit and Loss (including other comprehensive income) and the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as âInd AS financial statementsâ).
Managementâs Responsibility for the Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) as at March 31, 2018 and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these Ind AS financial statements are based on the previously issued statutory financial statements, prepared in accordance with the Companies (Accounting Standards) Rules, 2006, for the year ended March 31, 2017 and March 31, 2016, on which the predecessor auditor expressed an unmodified opinion on those financial statements, vide their audit report dated May 30, 2017 and May 30, 2016 respectively, as adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS which have been audited by us. Our opinion is not modified in respect of this matter.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid Ind AS financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Ind AS financial statements have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account maintained for the purpose of preparation of the Ind AS financial statements.
d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors, as on March 31, 2018 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure B'' and;
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer Note 28 (a) to the Ind AS financial statements;
ii. The Company did not have any material foreseeable losses on long term contracts including derivatives contracts.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.
ANNEXURE A TO THE INDEPENDENT AUDITORâS REPORT
Referred to in paragraph 1 of âReport on other Legal and Regulatory Requirementsâ in our Report of even date on the accounts of KEMP & COMPANY LIMITED for the year ended 31st March, 2018.
On the basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:
(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and discrepancies noticed between the book records and the physical inventories were not material and have been properly dealt with in the accounts.
(c) According to information and explanations gives to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.
(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 during the year. Accordingly, clause 3 (iii) of the Order is not applicable to the Company.
(iv) The company has complied with provisions of sections 186 of the Companies Act, 2013 in respect of investments made and loan given. Section 185 of the Companies Act, 2013 is not applicable as there were no loans, securities and guarantees given during the year.
(v) The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified and therefore clause 3(v) is not applicable.
(vi) The Central Government has not prescribed maintenance of cost records for the company under sub section (1) of section 148 of the Companies Act, 2013. Accordingly, clause 3 (vi) of the Order is not applicable to the Company.
(vii) (a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Excise Duty, Customs Duty, Value Added Tax, Cess, Goods and Services Tax (GST) w.e.f. July 01, 2017 and other statutory dues applicable to it. Further no undisputed amounts were outstanding as on 31st March, 2018 for a period of more than six months from the date they became payable.
(b) According to the records of the Company, there are no dues of Income Tax, Service Tax, Customs Duty, Cess and Sales Tax / Value Added Tax which have not been deposited on account of any dispute.
The disputed amount that have not been deposited in respect of Excise Duty is as under:
Name of Statute |
Nature of Dues |
Financial Year |
Amount (Rs. in thousand) |
Forum where dispute is pending |
The Central Excise Act, 1944 |
Excise Duty |
01/03/1986 to 14/12/1986 |
1,118 |
Customs, Excise and Service Tax Appellate Tribunal |
(viii) The Company has not taken any loan or borrowing from bank, government, financial institutions and has not issued debentures during the year. Accordingly, clause 3 (viii) of the Order is not applicable to the Company.
(ix) The company has not taken any term loans and does not raised moneys by way of Initial Public Offer or further public offer (including debt instruments) during the year. Accordingly, clause 3 (ix) of the Order is not applicable to the Company.
(x) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Sec 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to Nidhi Company. Accordingly, clause 3 (xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanation given to us, and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sec 177 and 188 of Companies Act, 2013 where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) In our opinion and according to the information and explanations given to us, and based on our examination of the records of the Company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3 (xiv) of the Order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, and based on our examination of the records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause 3 (xv) of the Order is not applicable to the Company.
(xvi) The company is not required to be registered under Sec 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi) of the Order is not applicable to the Company.
ANNEXURE B TO THE INDEPENDENT AUDITORSâ REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of KEMP & COMPANY LIMITED (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For M L BHUWANIA AND CO LLP
Chartered Accountants
FRN: 101484W/W100197
Ashishkumar Bairagra
Partner
Membership No. 109931
Place: Mumbai
Date: May 28, 2018
Mar 31, 2017
INDEPENDENT AUDITORâS REPORT
TO THE MEMBERS OF KEMP AND COMPANY LIMITED.
Report on the Financial Statements
We have audited the accompanying financial statements of KEMP AND COMPANY LIMITED (âthe Companyâ), which comprises the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs 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 Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 28 to the financial statements.
ii. The Company did not have any long - term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. However, we are unable to obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 31 of the financial statement.
Referred to in Para 1 âReport on Other Legal and Regulatory Requirementsâ in our Independent Auditorsâ Report to the members of the Company on the financial statements for the year ended March 31, 2017.
Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditorâs Report) Order, 2016:
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) As explained to us, the Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on basis of examination of records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. As explained to us, physical verification of inventory has been conducted at reasonable intervals by management at reasonable intervals and no material discrepancies were noticed on physical verification and the same have been properly dealt with in books of accounts.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of sub-clause (a), (b) and (c) of paragraph 3(iii) of the Order are not applicable.
iv. In our opinion and according to the information and explanations given to us and the records examined by us, the Company has not advanced any loans or made any investments or provided any guarantees or security to the parties covered under Section 185. The Company has made investments in the securities of other body corporate within the limit specified by section 186 of the Act and details of such transactions have been disclosed in the financial statements.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any Deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules framed there under, with regard to deposits accepted from the public.
vi. In our opinion and according to the information and explanations given to us, the maintenance of cost records under sub section (1) of Section 148 of the Act is not applicable to the Company under the Companies (Cost Record and Audit) Rules, 2014. Therefore, the provisions of Clause 3 (vi) of the Order are not applicable to the Company.
vii. (a) According to the information and explanations given to us and the records examined by us, the Company is generally regular in
depositing undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities, wherever applicable and there are no such outstanding dues as at March 31, 2017, for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us and the records examined by us, there are no dues of Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise and Value added tax outstanding on account of any dispute except:
Sr. No. |
Name of the Statute |
Nature of Dues |
Amount ( In Rs.) |
Period to which the amount relates |
Forum where dispute is pending |
1. |
Central Excise Act, 1944 |
Excise Duty |
1,118,000/- |
01/03/1986 to 14/12/1986 |
Customs, Excise and Service Tax Appellate Tribunal |
viii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of loans or borrowings to financial institution. The Company does not have dues to banks, government or debenture holders.
ix. The Company has not raised money through initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us and based on the documents and records examined by us on an overall basis, the term loans obtained by the Company were applied for the purpose for which the loans were obtained
x. During the course of our examination of the books of account and records of the Company, and according to the information and explanation given to us and representations made by the Management, no material fraud by or on the Company, has been noticed or reported during the year.
xi. According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid Managerial Remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with schedule V to the Companies Act.
xii. In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, provisions of paragraph 3(xii) of the Order are not applicable.
xiii. According to the information and explanation given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.
xiv. According to the information and explanation given to us and based on our examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the information and explanation given to us and based on our examination of the records, the Company has not entered into non-cash transactions with the directors or persons connected with him. Hence the provisions of Section 192 of the Act are not applicable.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 hence the provisions of paragraph 3 (xvi) of the Order are not applicable.
Referred to in Para 2 (f) âReport on Other Legal and Regulatory Requirementsâ in our Independent Auditorâs Report to the members of the Company on the financial statements for the year ended March 31, 2017.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of KEMP AND COMPANY LIMITED (âthe Companyâ) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Notes and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of Indiaâ
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS
Firm Registration No. 104607W/W100166
Sai Venkata Ramana Damarla
PARTNER
Membership No. 107017
Place: Mumbai
Date: May 30, 2017
Mar 31, 2015
We have audited the accompanying financial statements of KEMP AND
COMPANY LIMITED("the Company"), which comprise the Balance Sheet as at
March 31, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors are responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial control system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31,2015, and its profit and cash flows for the year ended on
that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 issued
by the Central Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the Annexure, a statement on the
matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the
directors as on March 31, 2015, and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 27 to the
financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT
Referred to in Paragraph 1 under the heading 'Report on Other Legal and
Regulatory Requirements' of our report of even date on the financial
statements of the Company for the year ended March 31,2015:
1) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, the Company has a program for physical
verification of fixed assets at periodic intervals. In our opinion, the
period of verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies have
been reported on such verification.
2) (a) The Management has conducted physical verification of inventory
at reasonable intervals.
(b) In our opinion, the procedures of physical 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) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
3) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 189 of the Act. Therefore, the provisions of sub-clause
(a) and (b) of paragraph 3(iii) of the Order are not applicable to the
Company for the current year.
4) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems 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 and
services. In our opinion and according to the information and
explanations given to us, there is no major weakness in the internal
control system.
5) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
and hence the provisions of section 73 to 76 or any other relevant
provisions of the Act are not applicable.
6) The maintenance of cost records has not been prescribed by the
Central Government, under sub section (1) of section 148 of the
Companies Act, 2013 in respect of the activities carried out by the
Company.
7) (a) According to the information and explanations given to us and
the records examined by us, the Company is generally regular in
depositing undisputed statutory dues including Provident Fund,
Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Duty of Customs, Duty of Excise, Value added tax, cess and any
other statutory dues with the appropriate authorities. According to the
information and explanations given to us, there are no undisputed dues,
payable in respect of the above as at 31st March, 2015 for a period of
more than six months from the date on which they became payable.
(b) According to information and explanations given to us and on the
basis of our examination of the books of account and records, the
Company has generally been regular in depositing undisputed statutory
dues including Provident Fund, Employees' State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise,
Value added tax, cess and any other statutory dues with the appropriate
authorities except:
Sr Name of the Amount
No Statute
1 Central Excise Rs.11,18,000/-
Act, 1944
Sr Name of the Period to which Forum where
No Statute the amount dispute is pending
relates
1 Central Excise 1/03/1986 to Customs Excise Service
Act, 1944. 14/12/1986 Tax Appellate
Tribunal
(c) According to information and explanations given to us, the amount
required to be transferred to investor education and protection fund
has been transferred.
8) The Company does not have accumulated losses at the end of the
financial year and has not incurred any cash losses in the current and
immediately preceding financial year.
9) According to the information and explanations given to us and based
on the documents and records produced to us, the Company has not
defaulted in repayment of dues to banks. The Company does not have dues
to financial institutions or debenture holders.
10) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks and other financial institutions.
11) There were no term loans raised during the year.
12) Based upon the audit procedures performed and the information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the year.
For KALYANIWALLA& MISTRY
CHARTERED ACCOUNTANTS
Firm Registration No. 104607W
Sai Venkata Ramana Damarla
PARTNER
Membership No. 107017
Place: Mumbai
Dated: May 28, 2015
Mar 31, 2014
We have audited the accompanying financial statements of KEMP AND
COMPANY LIMITED ("the Company"), which comprise the Balance Sheet
as at March 31, 2014, the Statement of Profit and Loss and the Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position and
financial performance and cash flows of the Company in accordance with
the Accounting Standards notified under the Companies Act, 1956 ("the
Act") read with the General Circular 15/2013 dated 13th September,
2013 of the Ministry of Corporate Affairs in respect of section 133 of
the Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment
of the risks of material misstatements of the financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness
of the entity''s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness
of the accounting estimates made by the 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 Statement of Profit and Loss, of the profit for
the year ended on that date.
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, 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, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards notified under
the Companies Act, 1956 read with the General Circular 15/2013 dated
13th September 2013 of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act, 2013;
e) on the basis of the 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.
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.
Referred to in paragraph (1) under the heading "Report on Other Legal
and Regulatory Requirements" of our report of even date.
1) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of
fixed assets.
(b) As explained to us, the Company has a programme for physical
verification of fixed assets at periodic intervals. In our opinion, the
period of verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies have
been reported on such verification.
(c) In our opinion, the disposal of fixed assets during the year does
not affect the going concern assumption.
2) (a) The Management has conducted physical verification of inventory
at reasonable intervals.
(b) In our opinion, the procedures for the physical 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) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between physical inventories and
book records were not material in relation to the operations of the
Company and the same have been properly dealt with in the books of
account.
3) (a) The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956.
(b) Consequently, the question of commenting on the rates of interest
and the other terms and conditions of the loans granted being
prejudicial to the interests of the Company, receipt of regular
principal and interest and reasonable steps taken for recovery of
principal and interest does not arise.
(c) The Company has not taken any loan, secured or unsecured from
companies, firms or other parties covered in the Register maintained
under section 301 of the Act.
(d) Consequently, the question of commenting on the rates of interest
and other terms and conditions of the loans taken being prejudicial to
the interests of the Company, payment of regular principal and the
interest does not arise.
4) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to the purchases of inventory, fixed assets and
for the sale of goods and services. During the course of our audit, no
major weakness has been noticed in internal controls.
5) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that the particulars of contracts and arrangements referred to
in Section 301 of the Companies Act, 1956 have been entered into the
register maintained under that section.
(b) The transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rs. 5 Lakh with any party
during the year, have been made at prices which are reasonable having
regard to the prevailing market prices at the relevant time, where
comparable market prices exist.
6) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
and hence the provisions of section 58A and 58AA or any other relevant
provisions of the Act are not applicable.
7) In our opinion and according to the information and explanations
given to us, the internal audit needs to be strengthened.
8) The maintenance of cost records has not been prescribed by the
Central Government under section 209(1)(d) of the Companies Act, 1956,
in respect of the activities carried out by the Company.
9) (a) According to the information and explanations given to us and on
the basis of our examination of books of account,
during the year, the Company has been generally regular in depositing
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees'' State Insurance, Income Tax, Value
Added Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and any other dues with the appropriate authorities.
According to the information and explanations given to us, there are no
undisputed dues, payable in respect of the above as at 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 outstanding of Value Added Tax, Sales Tax, Income Tax,
Customs Duty, Wealth Tax, Service tax, Excise Duty or Cess on account
of any dispute, other than the following:
Name of Statute Name of Dues Amount (Rs. ) Period to which the
Amount Relates
Central Excise Excise Duty 11,18,000/- 1/03/1986 to
Act,1944 14/12/1986
Name of Statute Forum where dispute is pending
Central Excise Act,1944 Customs Excise Service Tax Appellate Tribunal
10) The Company does not have accumulated losses at the end of the
financial year and has not incurred any cash losses in the current year
and immediately preceding financial year.
11) According to the information and explanations given to us and based
on the documents and records produced to us, the Company has not
defaulted in repayment of dues to banks. The Company does not have dues
to financial institutions or debenture holders.
12) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13) In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi/ mutual benefit
fund/ societies.
14) In our opinion and according to the information and explanations
given to us, the Company does not deal or trade in shares, securities,
debentures and other investments.
15) According to the information and explanations given to us and based
on the documents and records produced to us, the Company has not given
any guarantee for loans taken by others from banks or financial
institutions. Consequently, the question of commenting on whether the
terms and conditions are prejudicial to the interest of the Company
does not arise.
16) There were no term loans raised during the year.
17) According to the information and explanations given to us and on an
overall examination of the Balance Sheet and the Cash Flows of the
Company, we report that the Company has not utilized funds raised on
short-term basis for long-term investment.
18) The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the Act.
19) The Company did not have outstanding debentures during the year.
20) The Company has not raised any money through a public issue during
the year.
21) Based on the audit procedures performed and information and
explanations given and representations made by the Management, we
report that no fraud on or by the Company has been noticed or reported
during the year.
For KALYANIWALLA & MISTRY
CHARTERED ACCOUNTANTS
Firm Registration No. 104607W
SAI VENKATA RAMANA DAMARLA
Place: Mumbai PARTNER
Dated: May 29lh, 2014 Membership No.107017
Mar 31, 2013
We have audited the accompanying financial statements of KEMP AND
COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at
March 31, 2013, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position and
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 misstatements 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 the 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 Statement of Profit and Loss, of the profit for
the year ended on that date.
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, 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 Statement of Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
referred to in sub-section (3C) of section 211 of the Companies Act,
1956;
e) on the basis of the written representations received from the
Directors as on 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.
ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT
Referred to in paragraph (1) under the heading "Report on Other Legal
and Regulatory Requirements" of our report of even date.
1) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, the Company has a programme for physical
verification of fixed assets at periodic intervals. In our opinion, the
period of verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies have
been reported on such verification.
(c) There has been no disposal of fixed assets during the year.
2) (a) The Management has conducted physical verification of inventory
at reasonable intervals.
(b) In our opinion, the procedures for the physical 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) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between physical inventories and
book records were not material in relation to the operations of the
Company and the same have been properly dealt with in the books of
account.
3) (a) The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956.
(b) Consequently, the question of commenting on the rates of interest
and the other terms and conditions of the loans granted being
prejudicial to the interests of the Company, receipt of regular
principal and interest and reasonable steps taken for recovery of
principal and interest does not arise.
(c) The Company has not taken any loan, secured or unsecured from
companies, firms or other parties covered in the Register maintained
under section 301 of the Act.
(d) Consequently, the question of commenting on the rates of interest
and other terms and conditions of the loans taken being prejudicial to
the interests of the Company, payment of regular principal and the
interest does not arise.
4) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to the purchases of inventory, fixed assets and
for the sale of goods and services. During the course of our audit, no
major weakness has been noticed in internal controls.
5) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that there are no transactions required to be entered into the
register maintained under section 301 of the Companies Act, 1956.
(b) Consequently, the question of commenting on the prices being
reasonable having regard to the prevailing market prices at the
relevant time does not arise.
6) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
and hence the provisions of section 58A and 58AA or any other relevant
provisions of the Act are not applicable.
7) In our opinion and according to the information and explanations
given to us, the internal audit system is commensurate with the size of
the Company and nature of its business.
8) The maintenance of cost records has not been prescribed by the
Central Government under section 209(1 )(d) of the Companies Act, 1956,
in respect of the activities carried out by the Company.
9) (a) According to the information and explanations given to us and on
the basis of our examination of books of account, during the year, the
Company has been generally regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income Tax, Value Added Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other
dues with the appropriate authorities. According to the information
and explanations given to us, there are no undisputed dues, payable in
respect of the above as at March 31,2013 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 outstanding of Value Added Tax, Sates Tax, Income Tax,
Customs Duty, Wealth Tax, Service tax, Excise Duty or Cess on account
of any dispute, other than the following:
Name of
Statute Name of
Dues Amount (Rs.) Period to
which the Forum where
dispute is
Amount
Relates pending
Central
Excise Act, Excise
Duty 6,18,000/- 1/03/1986 to Customs Excise
Service Tax
1944. 14/12/1986 Appellate
Tribunal
10) The Company does not have accumulated losses at the end of the
financial year and has not incurred any cash losses in the current year
and immediately preceding financial year.
11) According to the information and explanations given to us and based
on the documents and records produced to us, the Company does not have
dues to bank, financial institutions or debenture holders.
12) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13) In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi/ mutual benefit
fund/ societies.
14) In our opinion and according to the information and explanations
given to us, the Company does not deal or trade in shares, securities,
debentures and other investments.
15) According to the information and explanations given to us and based
on the documents and records produced to us, the Company has not given
any guarantee for loans taken by others from a bank or financial
institution. Consequently, the question of commenting on whether the
terms and conditions are prejudicial to the interests of the Company
does not arise.
16) There were no term loans raised during the year.
17) According to the information and explanations given to us and on an
overall examination of the Balance Sheet and the Cash Flows of the
Company, we report that the Company has not utilized funds raised on
short-term basis for long-term investment.
18) The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the Act.
19) The Company did not have outstanding debentures during the year.
20) The Company has not raised any money through a public issue during
the year.
21) Based on the audit procedures performed and information and
explanations given and representations made by the Management, we
report that no fraud on or by the Company has been noticed or reported
during the year.
For KALYANIWALLA& MISTRY
CHARTERED ACCOUNTANTS
Firm Registration
No. 104607W
ERMIN K. IRANI
PARTNER
Membership No. 35646
Place: Mumbai
Dated: 29th May, 2013.
Mar 31, 2012
1. We have audited the attached Balance Sheet of KEMP & COMPANY
LIMITED, as at 31th March 2012, the Statement of Profit and Loss and
the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. 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 in terms of section 227 (4A) of the Companies
Act, 1956, we annexure hereto 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 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 such
books.
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
d) Attention is invited to note no. 29, wherein the Company contends
that monthly tenancy agreements are not in the nature of lease
agreements and hence Accounting Standard (AS) 19-"Leases", is not
applicable.
5. In our opinion, the Balance Sheet, the Statement Profit and Loss
and the Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.
6. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
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:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31th March, 2012; and
b) In the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date.
c) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
7. On the basis of the written representations received from the
directors as on 31th March, 2012, and taken on record by the Board of
Directors, we report that, none of the directors is disqualified as on
31th 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.
Annexure to the Auditors' Report
Referred to in paragraph (3) of our report of even date.
1. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of U fixed
assets.
(b) As explained to us, the Company has a program for physical
verification of fixed assets at periodic intervals. In our opinion, the
period of verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies have
been noticed on such verification.
(c) In our opinion, the disposal of fixed assets during the year does
not affect the going concern assumption.
2. (a) The Management has conducted physical verification of inventory
at reasonable intervals.
(b) In our opinion, the procedures of physical 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) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
3. (a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956
(b) Consequently, the question of commenting on the rates of interest
and the other terms and conditions of the loans granted being
prejudicial to the interests of the Company, receipt of regular
principal and interest and reasonable steps taken for recovery of
principal and interest does not arise.
(c) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under section 301 of the Act.
(d) Consequently, the question of commenting on the rates of interest
and the other terms and conditions of the loans taken being prejudicial
to the interests of the Company and payment of regular principal and
interest does not arise.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchases of inventory, fixed assets and for the sale
of goods. During the course of our audit, no major weakness has been
noticed in the internal controls.
5. (a) Based on the audit procedures applied by us and according to
the information and explanations provided by the management, we are of
the opinion that there are no transactions required to be entered into
the register maintained under section 301 of the Companies Act, 1956.
(b) Consequently, the question of commenting on the prices being
reasonable having regard to the prevailing market prices at the
relevant time does not arise.
6. In our opinion and according to the information and explanations
given to us, there are no deposits accepted from public under the
provisions of section 58A and 58AA of the Companies Act, 1956, and the
rules framed there under.
7. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
8. The maintenance of cost records has not been prescribed by the
Central Government under section 209(1)(d) of the Companies Act, 1956,
in respect of the activities carried on by the Company.
9. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, during the
year, the Company has been generally regular in depositing undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
statutory dues applicable to it with the appropriate authorities.
According to the information and explanations given to us, there are no
undisputed dues payable in respect of above as at 31 - March 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 outstanding of Sales Tax, Income Tax, Service Tax, Customs
Duty, Wealth Tax, Excise Duty or Cess on account of any dispute, other
than the following :
Name of Statute Nature of Dues Amount (Rs)
Central Excise Act, Excise Duty 6,18,000/-
1944
Name of statute Period to which the Forum where dispute is
amount relates pending
Central Excise Act, 1/03/1986-14/12/1986 Customs Excise Service
1944 Tax Appellate Tribunal
10. The Company does not have accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
and immediately preceding financial year.
11. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
defaulted in repayment of dues to banks. There are no dues to financial
institutions or debenture holders.
12. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi/ mutual benefit
fund/societies.
14. The Company does not deal in shares, securities, debentures and
other investments.
15. According to the information and explanations given to us, the
Company has given guarantee for a secured loan availed by the Holding
Company from a financial institution. The terms and conditions are not
prima-facie prejudicial to the interest of the Company.
16. According to the information and explanations given to us, there
is no term loan facility availed by the Company.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet and Cash Flows of the
Company, we report that the Company has not utilized funds raised on
short-term basis for long-term investment.
18. 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 did not issue any debentures during the year.
20. The Company has not raised any money through a public issue during
the year.
21. Based on 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 year.
For and on behalf of
KALYANIWALLA & MISTRY
CHARTERED ACCOUNTANTS
Firm Registration No. 104607W
ERMIN K.IRANI
Partner
Membership No: 35646
Place : Mumbai
Dated : 28th May, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of KEMP & COMPANY
LIMITED, as at 31st March 2011, 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 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 in terms of section 227 (4A) of the Companies
Act, 1956, we annexure hereto 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 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 such
books.
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
d) Without qualifying our opinion, attention is invited to note no.12
of Schedule 12, wherein the Company contends that monthly tenancy
agreements are not in the nature of lease agreements and hence
Accounting Standard (AS) 19- "Leases", is not applicable.
5. In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 as read with para 4(d) above.
6. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
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:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2011; and
b) In the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date.
c) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
7. On the basis of the written representations received from the
directors as on 31st March, 2011, 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.
Annexure to the Auditors' Report Referred to in paragraph (3) of our
report of even date.
1. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, the Company has a program for physical
verification of fixed assets at periodic intervals. In our opinion, the
period of verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies have
been noticed on such verification.
(c) In our opinion, the disposal of fixed assets during the year does
not affect the going concern assumption.
2. (a) The Management has conducted physical verification of inventory
at reasonable intervals.
(b) In our opinion, the procedures of physical 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) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
3. (a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956
(b) Consequently, the question of commenting on the rate of interest
and the other terms and conditions of the loans granted being
prejudicial to the interests of the Company, receipt of regular
principal and interest and reasonable steps taken for recovery of
principal and interest does not arise.
(c) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under section 301 of the Act.
(d) Consequently, the question of commenting on the rate of interest
and the other terms and conditions of the loans taken being prejudicial
to the interests of the Company and payment of regular principal and
interest does not arise.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchases of inventory, fixed assets and for the sale
of goods. During the course of our audit, no major weakness has been
noticed in the internal controls.
5. (a) Based on the audit procedures applied by us and according to
the information and explanations provided by the management, we are of
the opinion that the particulars of contracts and arrangements referred
to in section 301 of the Companies Act, 1956 are entered in the
register required to be maintained under that section.
(b) The transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rs. 500,000 with any party
during the year, have been made at prices which are reasonable having
regard to the prevailing market prices at the relevant time, where
comparable market prices exist. For the use of common facilities, the
Company recovers from a company listed in the register maintained under
section 301 of the Act, its share of various common expenses incurred
by the Company.
6. In our opinion and according to the information and explanations
given to us, there are no deposits accepted from public under the
provisions of section 58A and 58AA of the Companies Act, 1956, and the
rules framed there under.
7. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
8. The maintenance of cost records has not been prescribed by the
Central Government under section 209(1 )(d) of the Companies Act, 1956,
in respect of the activities carried on by the Company.
9. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, during the
year, the Company has been generally regular in depositing undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
statutory dues applicable to it with the appropriate authorities.
According to the information and explanations given to us, there are no
undisputed dues payable in respect of above as at 31st March 2011 for a
period of more than six months from the date they became payable other
than the following :
Name of
Statute Nature of Dues Amount (Rs.) Period to which the
amount relates
Central
Excise
Act, 1944 Service Tax 3,07,044/- 1/06/2010 to
30/09/2010
(b) According to the information and explanations given to us, there
are no dues outstanding of Sales Tax, Income Tax, Service Tax, Customs
Duty, Wealth Tax, Excise Duty or Cess on account of any dispute, other
than the following :
Name of
Statute Nature of Dues Amount (Rs.) Period to
which the Forum where
dispute is
amount
relates pending
Central
Excise Excise Duty 6,18,000/- 1/03/1986-
14/12/1986 Customs Excise
Service Tax
Act, 1944 Appellate
Tribunal
10. The Company does not have accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
and immediately preceding financial year.
11. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
defaulted in repayment of dues to banks. There are no dues to financial
institutions or debenture holders.
12. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi/ mutual benefit
fund/ societies.
14. The Company does not deal in shares, securities, debentures and
other investments.
15. According to the information and explanations given to us, the
Company has given guarantee to secure loan availed by the Holding
Company from a financial institution. The terms and conditions are not
prima-facie prejudicial to the interest of the Company.
16. According to the information and explanations given to us, there
is no term loan facility availed by the Company.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet and Cash Flows of the
Company, we report that the Company has not utilized funds raised on
short-term basis for long- term investment.
18. 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 did not issue any debentures during the year
20. The Company has not raised any money through a public issue during
the year.
21. Based on 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 year.
For and on behalf of
KALYANIWALLA & MISTRY
CHARTERED ACCOUNTANTS
Firm Registration No. 104607W
ERMIN K. IRANI
PARTNER
Membership No: 35646
Place: Mumbai
Dated: 30th May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of KEMP & COMPANY
LIMITED, as at 31 st March 2010, 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 Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with 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 (Auditors Report) Order, 2003, issued
by the Central Government in terms of section 227 (4A) of the Companies
Act, 1956, we annex hereto 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 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 such
books.
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
d) Attention is invited to note no. 12 of Schedule 13, wherein the
Company contends that monthly tenancy agreements are not in the nature
of lease agreements and hence Accounting Standard (AS) 19- "Leases", is
not applicable.
5. In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.
6. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
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:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2010; and
b) In the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date.
c) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
7. On the basis of the written representations received from the
Directors as on 31 st March, 2010, and taken on record by the Board of
Directors, we report that, none of the Directors is disqualified as on
31st March, 2010 from being appointed as a Director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
1. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, the Company has a program for physical
verification of fixed assets at periodic intervals. In our opinion, the
period of verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies have
been noticed on such verification.
(c) In our opinion, the disposal of fixed assets during the year does
not affect the going concern assumption.
2. (a) The Management has conducted physical verification of inventory
at reasonable intervals.
(b) In our opinion, the procedures of physical 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) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
3. (a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956
(b) Consequently, the question of commenting on the rates of interest
and the other terms and conditions of the loans granted being
prejudicial to the interests of the Company, receipt of regular
principal and interest and reasonable steps taken for recovery of
principal and interest does not arise.
(c) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under section 301 of the Act.
(d) Consequently, the question of commenting on the rates of interest
and the other terms and conditions of the loans taken being prejudicial
to the interests of the Company and payment of regular principal and
interest does not arise.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchases of inventory, fixed assets and for the sale
of goods. During the course of our audit, no major weakness has been
noticed in the internal controls.
5. (a) Based on the audit procedures applied by us and according to
the information and explanations provided by the management, we are of
the opinion that there are no transactions required to be entered into
the register maintained under section 301 of the Companies Act, 1956.
(b) Consequently, the question of commenting on the prices being
reasonable having regard to the prevailing market prices at the
relevant time does not arise.
6. In our opinion and according to the information and explanations
given to us, there are no deposits accepted from public under the
provisions of section 58A and 58AA of the Companies Act, 1956, and the
rules framed there under.
7. In our opinion, the Company has an internal audit system commens
urate with its size and nature of its business.
8. The maintenance of cost records has not been prescribed by the
Central Government under section 209(1 )(d) of the Companies Act, 1956,
in respect of the activities carried on by the Company.
9. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, during the
year, the Company has been generally regular in depositing undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
statutory dues applicable to it with the appropriate authorities.
According to the information and explanations given to us, there are no
undisputed dues payable in respect of above as at 31st March 2010
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 outstanding of Sales Tax, Income Tax, Service Tax, Customs
Duty, Wealth Tax, Excise Duty or Cess on account of any dispute, other
than the following :
Name of
Statute Nature of
Dues Amount (Rs.) Period to Forum where
which the amount dispute is
relates pending
Bombay Muni
cipal Corpor
ation Act Municipal
Tax 42,52,02,937/- 1/04/2000-
31/03/2010 Court of Small Causes
at Mumbai / Bombay High
Court
Central
Excise
Act, 1944 Excise
Duty 11,18,000/- 1/03/1986-
14/12/1986 Customs Excise
Service Tax Appellate
Tribunal
10. The Company does not have accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
and immediately preceding financial year.
11. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
defaulted in repayment of dues to banks. There are no dues to financial
institutions or debenture holders.
12. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi/ mutual benefit
fund/ societies.
14. The Company does not deal in shares, securities, debentures and
other investments.
15. According to the information and explanations given to us, the
Company has given guarantee to secure loan availed by the Holding
Company from a financial institution. The terms and conditions are not
prima-facie prejudicial to the interest of the Company.
16. According to the information and explanations given to us, there
is no term loan facility availed by the Company.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet and Cash Flows of the
Company, we report that the Company has not utilized funds raised on
short-term basis for long- term investment.
18. 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 did not issue any debentures during the year.
20. The Company has not raised any money through a public issue during
the year.
21. Based on 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 year.
For and on behalf of
KALYANIWALLA & MISTRY
CHARTERED ACCOUNTANTS
ERMIN K.IRANI
PARTNER
Membership No:35646
Firm Registration No.104607W.
Place :Mumbai
Dated :May 26,2010.
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