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Auditor Report of Kingfa Science & Technology (India) Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Hydro S&S Industries Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, 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 STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 controls 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 standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its losses and its 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 ("the Order") 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 the paragraph 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 purposes of our audit.

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

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(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 25 of the financial statements.

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

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 INDEPENDENT AUDITORS' REPORT OF EVEN DATE

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

b) These fixed assets have been physically verified by the management at the end of the financial year which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

ii) (a) As explained to us, inventories held by the Company were physically verified during the year at reasonable intervals by the management.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained u/s 189 of the Act.

iv) a) In our opinion and according to the information and explanations given to us, there exists and adequate internal control systems commensurate with the size of the Company and nature of its business with regard to the purchase of inventories and fixed assets and for the sale of goods and services.

b) In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system of the Company.

v) The Company has not accepted any deposits from the public during the year to which the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are applicable.

vi) The maintenance of cost records has not been prescribed by the Central Government under sub-section 1 of Section 148 of the Companies Act.

vii) According to the records of the Company,

(a) The Company is regular in depositing undisputed statutory dues including provident fund, employee's 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 applicable to it, with the appropriate authorities during the year.

(b) there are no dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute except the following pending in appeals:

(i) Income tax of Rs. 19.47 lakhs before the first appellate authority

(ii) Customs duty of Rs. 26.78 lakhs before the first appellate authority

(iii) Sales tax of Rs. 56.87 before the first appellate authority and

(iv) Central Excise and Service tax before the first appellate authority Rs. 14.07 lakhs.

(c) The Company is required to transfer amounts of Rs. 2,61,261 to investor education and protection fund under the relevant provisions of the Companies Act, 2013 and the same has been transferred to the said fund within time.

viii) The Company has accumulated losses at the end of the financial year i.e. 31.03.2015 which is more than fifty percent of its net worth. The Company has incurred cash losses in this financial year ended 31.03.2015 and also in the immediately preceding financial year ended 31.03.2014.

ix) On the basis of records produced, the Company has not defaulted in repayment of the dues to bank. The Company has not availed borrowing facilities from financial institutions and debenture holders.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

xi) As per records produced and information and explanations given, the term loans have been applied for the purpose for which these term loans were obtained.

xii) On the basis of the audit procedures carried out by us and information and explanations given by the management, we state that no material fraud on or by the Company has been noticed or reported during the course of our audit.

For P. SRINIVASAN & Co.,

Chartered Accountants

(Firm Registration No. : 004054S)

Place : Chennai CA. P. SRINIVASAN

Date :28th May 2015 Partner

Membership No. : 02090


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Hydro S&S Industries Limited ("the Company”)'' which comprise the Balance Sheet as at 31st March'' 2013'' the Statement of Profit and Loss and 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 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position'' financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in section 211(3C) 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 mis-statement'' whether due to fraud or error.

Auditors'' 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement.

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 mis-statement of the financial statements'' whether due to fraud or error. In making those risk assessments'' the auditor considers the 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 31st March'' 2013;

(b) in the case of the Statement of Profit and Loss'' of the loss of the Company for the year ended on that date'' and

(c) in the case of the Cash Flow Statement'' of the cash flows of the Company 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 Section 227(4A) 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 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'' 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 the Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31st March'' 2013 taken on record by the Board of Directors'' none of the directors is disqualified as on 31st March'' 2013 from being appointed as a director in terms of Section 274 (1) (g) of the Act.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE:

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

b) These fixed assets have been physically verified by the management at the end of the financial year'' which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us'' no material discrepancies were noticed on such verification.

c) In our opinion'' the fixed assets disposed off during the year'' do not constitute a substantial part of the fixed assets of the company and such disposal has not affected the going concern status of the company.

ii) a) As explained to us'' the inventories held by the Company were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us'' the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us'' the company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loans'' secured or unsecured to companies'' firms or other parties covered in the register maintained u/s 301 of the Act.

b) The company has not taken any loans'' secured or unsecured from companies'' firms or other parties covered in the register maintained u/s 301 of the Act.

iv) In our opinion and according to the information and explanations given to us'' there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further on the basis of our examination of the books and records of the Company'' there is no continuing failure to correct major weaknesses in the aforesaid internal control system of the company.

v) a) The entries relating to particulars of contracts or arrangements referred to in section 301 of the Act have been made in the register required to be maintained under that section; and

b) In our opinion and to the best of our knowledge and belief'' wherever applicable the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year to which the directives issued by the Reserve Bank of India and the provisions of sections 58 A and 58 AA or any other relevant provisions of the Act and the rules framed thereunder are applicable.

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

viii) According to the records produced and information given to us'' the cost records prescribed by the Central Government under Sec. 209(1)(d) of the Companies Act'' 1956 (1 of 1956) are being maintained by the Company. No examination of such records has been carried out by us.

ix) According to the records of the Company''

a) the Company is regular in depositing undisputed statutory dues including provident fund'' investor education and protection fund'' employee''s state insurance'' income tax'' sales tax'' wealth tax'' service tax'' customs duty'' excise duties and cess and any other statutory dues applicable to it'' with the appropriate authorities during the year.

b) there are no dues of income tax'' sales tax'' wealth tax'' service tax'' customs duty'' excise duty and cess which have not been deposited on account of any dispute except the following pending in appeals:

(i) Income tax of Rs. 61.54 lakhs before the First Appellate Authority

(ii) Customs duty of Rs. 26.78 lakhs pending before the First Appellate Authority

(iii) Sales tax of Rs. 12.75 lakhs pending before the First Appellate Authority and

(iv) Central Excise and Service tax pending before the appellate authorities as under:

a. First Appellate Authority Rs. 12.54 lakhs and

b. Second Appellate Authority Rs. 2.42 lakhs

x) The Company did not have accumulated losses at the end of the financial year i.e. 31.03.2013. The Company has incurred cash loss of Rs. 428.48 lakhs in this financial year ended 31.03.2013. The Company did not incur cash loss in the preceding financial year ended 31.03.2012.

xi) On the basis of records produced'' the Company has not defaulted in repayment of the dues to any financial institution or bank during the financial year.

xii) As per the records maintained'' no loans or advances have been granted by the Company on the basis of security by way of pledge of shares'' debentures and other securities.

xiii) The provisions of Special statute applicable to chit'' nidhi'' mutual fund / societies are not applicable to the Company.

xiv) On the basis of records maintained and in our opinion'' the Company does not deal or trade in shares'' securities'' debentures and other investments.

xv) According to the information and explanations given to us'' the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) As per the information and explanations given to us'' term loans have been applied for the purpose for which these term loans were obtained.

xvii) In our opinion'' based on the information and explanations given to us and on an overall examination of the books and records of the company'' the funds raised on short term basis prima facie have not been used for long term investments. No long term funds have been used to finance short-term assets.

xviii)The company has not made any preferential allotment of shares during the financial year to any party.

xix) The company has not issued any debentures during the financial year.

xx) The company has not raised any money by public issues during the financial year.

xxi) On the basis of the audit procedures carried out and information and explanations given by the management'' we state that no fraud on or by the Company has been noticed or reported during the course of our audit.

For P. SRINIVASAN & Co.

Chartered Accountants Place : Chennai CA. P. SRINIVASAN

Date : 21st May'' 2013 Partner

Membership No. : 2090

FRN. 004054S


Mar 31, 2012

We have audited the attached Balance sheet of M/s. Hydro S&S Industries Limited as at 31 st March 2012, the Statement of profit and loss and also 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.

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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 224(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

c) The Balance sheet, Statement of profit 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 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 they apply to the company.

e) On the basis of written representations received from the directors as at 31 st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of section 274 (1)(g) of the Companies Act, 1956.

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

i. in the case of the Balance sheet, of the state of affairs of the company as at 31 st March, 2012;

ii. in the case of the Statement of profit and loss, of the profit of the company for the financial year ended on that date; and

iii. in the case of the Cash flow statement, of the cash flows for the financial year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE:

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

b) These fixed assets have been physically verified by the management at the end of the financial year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) In our opinion, the fixed assets disposed off during the year, do not constitute a substantial part of the fixed assets of the company and such disposal has not affected the going concern status of the company.

ii) a) As explained to us, the inventories held by the Company were physically verified during the year by the management

at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained u/s 301 of the Act.

b) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Act.

iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further on the basis of our examination of the books and records of the Company, there is no continuing failure to correct major weaknesses in the aforesaid internal control system of the company.

v) a) The entries relating to particulars of contracts or arrangements referred to in section 301 of the Act have been made in the register required to be maintained under that section; and

b) In our opinion and to the best of our knowledge and belief, wherever applicable the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year to which the directives issued by the Reserve Bank of India and the provisions of sections 58 A and 58 AA or any other relevant provisions of the Act and the rules framed there under are applicable.

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

viii) As explained to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

ix) According to the records of the Company,

(a) the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duties and cess and any other statutory dues applicable to it, with the appropriate authorities during the year.

b) there are no dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except the following pending in appeals:

(i) Income tax of Rs. 16.94 lakhs before the First Appellate Authority

(ii) Customs duty of Rs. 26.78 lakhs pending before the First Appellate Authority and

(iii) Service tax pending before the appellate authorities as under:

a. First Appellate Authority Rs. 10.16 lakhs and

b. Second Appellate Authority Rs. 2.42 lakhs

x) The Company did not have accumulated losses at the end of the financial year i.e. 31.03.2012. The Company did not incur cash loss in this financial year and in the preceding financial year ended 31.03.2011.

xi) On the basis of records produced, the Company has not defaulted in repayment of the dues to any financial institution or bank during the financial year.

xii) As per the records maintained, no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The provisions of Special statute applicable to chit, nidhi, mutual fund / societies are not applicable to the Company.

xiv) On the basis of records maintained and in our opinion, the Company does not deal or trade in shares, securities, debentures and other investments.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) As per the information and explanations given to us, term loans have been applied for the purpose for which these term loans were obtained.

xvii) In our opinion, based on the information and explanations given to us and on an overall examination of the books and records of the company, the funds raised on short term basis prima facie have not been used for long term investments. No long term funds have been used to finance short-term assets.

xviii)The company has not made any preferential allotment of shares during the financial year to any party.

xix) The company has not issued any debentures during the financial year.

xx) The company has not raised any money by public issues during the financial year.

xxi) On the basis of the audit procedures carried out and information and explanations given by the management, we state that no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s. P. SRINIVASAN & Co.

Chartered Accountants

Place : Chennai CA. P. SRINIVASAN

Date : 4th June, 2012 Partner

Membership No. : 2090

FRN. 004054S


Mar 31, 2010

We have audited the attached Balance sheet of M/s. Hydro S&S Industries Limited as at 31st March 2010, the Profit and Loss account and also 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.

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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 224(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

c) The Balance sheet, Profit and loss account 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, 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 they apply to the company.

e) On the basis of written representations received from the directors as at 31st 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 section 274 (1)(g) of the Companies Act, 1956.

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

i. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010;

ii in the case of the Profit and Loss account, of the loss of the company for the financial year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE

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

b) These fixed assets have been physically verified by the management at the end of the financial year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) In our opinion, the fixed assets disposed off during the year, do not constitute a substantial part of the fixed assets of the company and such disposal has not affected the going concern status of the company.

ii) a) As explained to us, the inventories held by the Company were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained u/s 301 of the Act.

b) The company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained u/s 301 of the Act.

iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further on the basis of our examination of the books and records of the Company, there is no continuing failure to correct major weaknesses in the aforesaid internal control system of the company.

v) a) The entries relating to particulars of contracts or arrangements referred to in section 301 of the Act have been made in the register required to be maintained under that section; and

b) In our opinion and to the best of our knowledge and belief, wherever applicable the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year to which the directives issued by the Reserve Bank of India and the provisions of sections 58 A and 58 AA or any other relevant provisions of the Act and the rules framed thereunder are applicable.

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

viii) As explained to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of Section 209 of the Companies Act, 1956.

ix) According to the records of the Company,

a) the Company is 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 duties and cess and any other statutory dues applicable to it, with the appropriate authorities during the year.

b) there are no dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duties and cess which have not been deposited on account of any dispute except the following:

(i) Income tax of Rs.6.05 lakhs disputed in appeal preferred by the Company, pending before the first income tax appellate authority. (ii) Excise duty of Rs.1.80 lakhs, customs duty of Rs.26.78 lakhs and service tax of Rs.4.53 lakhs disputed in appeals preferred by the Company, pending before the first appellate authority.

x) The Company did not have accumulated losses at the end of the financial year i.e. 31.03.2010. The Company did not incur cash loss in this financial year and had incurred cash loss of Rs. 53.40 lakhs in the preceding financial year ended 31.03.09.

xi) On the basis of records produced, the Company has not defaulted in repayment of the dues to any financial institution or bank during the financial year.

xii) As per the records maintained, no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The provisions of Special statute applicable to chit, nidhi, mutual fund / societies are not applicable to the Company.

xiv) On the basis of records maintained and in our opinion, the Company does not deal or trade in shares, securities, debentures and other investments.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) As per the information and explanations given to us, term loans have been applied for the purpose for which these term loans were obtained.

xvii) In our opinion, based on the information and explanations given to us and on an overall examination of the books and records of the company, the funds raised on short term basis prima facie have not been used for long term investments.

xviii) The company has not made any preferential allotment of shares during the financial year to any party.

xix) The company has not issued any debentures during the financial year.

xx) The company has not raised any money by public issues during the financial year.

xxi) On the basis of the audit procedures carried out and information and explanations given by the management, we state that no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s. P. SRINIVASAN & Co.

Chartered Accountants

Place : Chennai CA. P. SRINIVASAN

Date : 28th July, 2010 Partner

Membership No. : 2090

FRN. 004054S











 
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