Mar 31, 2015
MADHUSUDAN SECURITIES LIMITED Report on the Financial Statements
We have audited the accompanying financial statements of MADHUSUDAN
SECURITIES LIMITED ("the company"),which comprise the Balance Sheet as
at 31 March 2015, 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.
Management''s Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters 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 the maintenance of
adequate accounting records in accordance with the provision of the Act
for safeguarding of the assets of the Company and for preventing and
detecting the 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 internal financial control, 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 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 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 true and fair view 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 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 qualified opinion on the
financial statements.
Basis for Qualified Opinion
* The Company has not made any provision for doubtfui recovery of Rs.
12 Crores from Primus Retaii (P) Ltd.
* The 61,42,847 shares issued to Primus Retaii (P) Ltd. of face value
of Rs. 10/- each have been forfeited which is accounted as Forfeited
Shares to be re-issued, pending statutory approval / consideration.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of thematter described
in the Basis for Qualified Opinion paragraph, 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;
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2015;
b) in the case of the Statement of Profit and Loss, of the LOSS for the
year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 ("The
Order") issued by the Government of India in terms of sub section (11)
of Section 143 of the Companies Act, 2013, 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 appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) Except for the effects of the matter described in the Basis for
Qualified Opinion Paragraph, 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 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.
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)
Rule, 2014, in our opinion and to the best of our information and
according to the explanation given to us:
i. The Company does not have any pending litigations which shall
impact its financial positions.
ii. The Company does not have any long terms contracts for which
provisions are required to be made.
iii. The Company is not liable to transfer any amount to the Investor
Education and Protection Fund.
Annexure to the Auditors'' Report
(Referred to in paragraph 1 under the heading "Report on Other Legal
and Regulatory Requirements" of our Report of even date for the year
ended 31st March 2015)
(i) In respect of its Fixed Assets
During the year under review, the Company does not have any Fixed
Assets as on 31st March, 2015. Hence, the clause is not applicable to
the Company
(ii) In respect of inventories
During the year under review, the company does not have any inventory.
Hence, the clause is not applicable to the company.
(iii) In respect of loans granted, secured or unsecured, by the Company
to firms or other parties covered in the register maintained u/s 189 of
the Companies Act, 2013;
The Company has not granted any secured / unsecured loan to any of the
parties covered in the register maintained under section 189 of the
Companies Act, 2013. Accordingly, sub clauses (a) and (b) are not
applicable.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control procedure and system
commensurate with the size of the company and nature of its business
for purchase of inventory and fixed assets and for sale of goods and
services, if any. During the course of our audit, we have not observed
any continuing failure to correct major weaknesses in internal control
system.
(v) The Company has not accepted any deposits from the public within
the meaning of Section 73 to Section 79 of the Companies Act 2013.
(vi) The Central Government of India has not prescribed the maintenance
of cost records under Section 148 (1) of the Companies Act, 2013, in
respect of activities carried on by the Company
(vii) In respect to statutory dues
(a) According to the records of the Company, the undisputed statutory
dues under Income tax, Service Tax and other Statutory Dues as
applicable to it have been generally regularly deposited with the
appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding at the year end, for a period of more than six months from
the date they became payable.
(b) According to the information and explanations given to us, the
following Income Tax dues have not been deposited with the appropriate
authorities on account of dispute:
Statute Nature of Dues Forum where Period to which Disputed
Dispute is the amount Tax amount
pending relates
Income Income Tax Income Tax A.Y. 2009-2010 Rs.3Lacs
Tax Act Demand Tribunal,
1961
(c) According to the records of the Company, no amount is pending to be
transferred to the Investor Education and Protection Fund.
(viii) The Company has incurred cash losses in this year. But the
losses are less than fifty per cent of Company''s net worth at the end
of the financial year.
(ix) The Company has not taken any loan from any bank or financial
institution during the year under review, Hence, the clause is not
applicable to the company.
(x) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
and financial institutions.
(xi) In our opinion and according to the information and explanations
given to us the Company has not obtained term loans during the year.
(xii) According to the information and explanation given to us, no
material fraud on or by the Company has been noticed or reported during
the course of our audit.
For VORA & ASSOCIATES
CHARTERED ACCOUNTANTS
(ICAI Firm Reg. No.:1U612W)
BHARAT B. CHOVATIA
PARTNER
(Membership No. 31756)
PLACE: MUMBAI
DATED: 25th May, 2015
Mar 31, 2014
We have audited the accompanying financial statements of MADHUSUDAN
SECURITIES LIMITED("the Company"), which comprise the Balance Sheet
as at March 31, 2014, Statement of Profit & Loss and 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,
financial performance and cash flows of the Company in accordance with
the Accounting principles generally accepted in India including
Accounting Standards notified in sub-section (3C) of section 211 of 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 misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, 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 management, as well as evaluating the overall
presentation of the financial statements.
Due to matter described in the Basis for Disclaimer of Opinion
paragraph below, we were not able to obtain sufficient and appropriate
audit evidence to provide a basis for an audit opinion.
Basis for Disclaimer of Opinion
The Board had passed the necessary resolution to cancel the Business
Agreement (BA) dated 04/02/2011 for purchase of Brand "Weekender". The
same will result into recovery of the consideration of Rs.12 Crores paid
and cancellation of the allotment of61,42,857 Equity Shares of
Rs.10/-each issued at a premium of Rs.60/- amounting to Rs.43 Crores. Pending
Completion of statutory formalities, no effect is given to the Board
Resolution. We are unable to comment on the same.
Disclaimer of Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the possible effects of the matter
described in the Basis for Disclaimer of Opinion paragraph, 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 Profit and Loss Account, of the LOSS
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 except for the matter described in the Basis for Disclaimer of
Opinion paragraph;
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 & Loss and Cash Flow
statement dealt with by this Report are in agreement with the books of
account;
d. Except for the possible effects of the matter described in the Basis
for Disclaimer of Opinion paragraph, In our opinion, the Balance Sheet,
the Statement of Profit & Loss and Cash Flow Statement comply with the
Accounting Standards notified in sub section(3C) of section 211 of 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 written representations received from the directors
as on March 31, 2014, taken on record by the Board of Directors, none
of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under the heading of "Report on Other
Legal and Regulatory Requirements" of our report of even date)
(i) In respect of its Fixed Assets
During the year under review, the Company does not have any Fixed
Assets as on 31st March, 2014. Hence, the provisions of Clause 4(i) of
the order are not applicable to the Company.
(ii) In respect of inventories
During the year under review, the company does not have any inventory.
Hence, provisions of clause 4(ii) of the order are not applicable to
the company.
(iii) In respect of the loans, Secured or Unsecured, granted or taken
by the company to/from companies, firms or other parties covered under
register maintained u/s 301 of The Companies Act, 1956:
a) The company has not granted any loan during the year under review.
Consequently, the requirements of Clause (iii) b, c & d of order are
not applicable to the company.
b) The Company has taken unsecured loan from one party covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount outstanding during the year is Rs..35,00,000/- & the
year-end balance is Rs.. 35,00,000/-
c) The company has not paid any interest on the loan taken.
d) The Company has repaid the Loan amount as stipulated.
(iv) 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 nature of its business
for purchase of fixed assets, inventories and for sale of goods, if
any. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system.
(v) (a) In our opinion and according to the information and
explanations given to us, during the year there are transaction made in
pursuance of contracts or arrangements that needs to be entered in the
register maintained under Section 301 of the Companies Act, 1956, we
report that the same is maintained.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time where such market prices are available.
(vi) The Company has not accepted any deposits from the public within
the meaning of Section 58A and Section 58AA of the Companies Act 1956
and the rules framed there under.
(vii) As informed to us, the Company has no formal internal audit
system as such but its internal control procedures ensure reasonable
internal check of its financial and other records, commensurate with
the size of the company and nature of its business.
(viii) As informed to us, Central Government has not prescribed the
maintenance of cost records under Section 209 (1) (d) of the Companies
Act, 1956, in respect of activities carried on by the Company.
(ix) According to information and explanation given to us, in respect
to statutory dues:
(a) The company is generally regular in depositing with the appropriate
authorities in India the undisputed statutory dues under Income tax and
other taxes as applicable to it. As at the end of the financial year
there were no undisputed amounts payable for a period of more than six
months from the date they become payable.
(b) There dues of Income Tax and other Taxes which have not been
deposited with the appropriate authorities on account of any dispute
are as follows:
Statute Nature of Dues Forum where Dispute Period to Disputed
is pending which the Tax
amount relates Amount
Income Income Tax Income Tax Tribunal A.Y.2009-2010 3 Lacs
Tax Act,1961 Demand
(x) The Company has incurred cash losses in this year. But the losses
are less than fifty per cent of Company''s net worth at the end of the
financial year.
(xi) The company has not defaulted in repayment of its dues to any bank
or financial institution during the year.
(xii) The company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanation
given to us, The Company is not a chit fund / nidhi /mutual benefit
fund / society.
(xiv) The Company has, in our opinion maintained proper records of the
transactions and contracts in respect of dealing in shares, securities,
mutual funds and other investments during the year and timely entries
have been made therein. All the shares, securities and other
investments have been held by the Company in its own name.
(xv) According to the information and explanation given to us, In our
opinion the Company has not given any guarantee for loans taken by
others from bank and financial institutions, the terms and conditions
whereof are prejudicial to the interest of the Company.
(xvi) The Company has not taken any term loans and hence provision of
clause (xvi) of the Order is not applicable.
(xvii) The Company has not raised any funds on short term basis.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
section 301 of the Companies Act 1956, during the year.
(xix) The Company has not raised any funds by the way of debenture
issue during the year.
(xx) The Company has not raised any money by way of public issue during
the year under review.
(xxi) During the year covered by our audit report and as explained to
us, to the best of our knowledge and belief, no material fraud has been
noticed or reported by the company.
For VORA & ASSOCIATES
CHARTERED ACCOUNTANTS
(ICAI Firm Reg. No.: 111612W)
BHARAT B. CHOVATIA
PARTNER
(Membership No.31756)
Place: Mumbai
Dated: 30th May 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of MADHUSUDAN
SECURITIES LIMITED("the Company"), which comprise the Balance Sheet
as at March 31, 2013, Statement of Profit & Loss and 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,
financial performance and cash flows of the Company in accordance with
the Accounting principles generally accepted in India including
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 misstatement, whether due
to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error.In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
Due to matter described in the Basis for Disclaimer of Opinion
paragraph below, we were not able to obtain sufficient and appropriate
audit evidence to provide a basis for an audit opinion.
Basis for Disclaimer of Opinion
The Board has passed the necessary resolution to cancel the Business
Agreement (BA) dated 04/02/2011 for purchase of Brand "Weekender". The
same will result into cancellation of the consideration paid other than
cash of 61,42,857 Equity Shares of Rs. 10/-each issued at a premium of Rs.
60/- amounting to Rs. 43 Crores and claim of recovery of Rs. 12 Crores paid
towards consideration pursuant to BA, pending completion of statutory
formalities for the same, no effect is given to the Board Resolution
for cancellation of the Equity Shares. We are unable to comment in the
matter.
Disclaimer of Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the possible effects of the matter
described in the Basis for Disclaimer of Opinion paragraph, 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 Profit and Loss Account, of the LOSS
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 except for the matter described in the Basis for Disclaimer of
Opinion paragraph;
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 & Loss and Cash Flow
statement dealt with by this Report are in agreement with the books of
account;
d. Except for the possible effects of the matter described in the
Basis for Disclaimer of Opinion paragraph, In our opinion, the Balance
Sheet, the Statement of Profit& Loss and Cash Flow Statement comply
with the Accounting Standards referred to in subsection(3C) of section
211 of the Companies Act, 1956;
e. On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of section 274 (1)(g) of the Act.
(i) In respect of its Fixed Assets
During the year under review, the Company does not have any Fixed
Assets as on 31st March, 2013. Hence, the provisions of Clause 4(i) of
the order are not applicable to the Company
(ii) In respect of inventories
During the year under review, the company does not have any inventory.
Hence, provisions of clause 4(ii) of the order is not applicable to the
company
(iii) In respect of the loans, Secured or Unsecured, granted or taken
by the company to/from companies, firms or other parties covered under
register maintained u/s 301 of The Companies Act, 1956:
a) The company has not granted any loan during the year under review.
Consequently, the requirements of Clause (iii) b, c & d of order are
not applicable to the company.
e) The Company has taken unsecured loan from two parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount outstanding during the year is Rs.47,00,000/- & the
year-end balance is Rs. 35,00,000/- f) The company has not paid any
interest on the loan taken. g) The Company has repaid the Loan amount
as stipulated.
(iv) 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 nature of its business
for purchase of fixed assets, inventories and for sale of goods, if
any. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system.
(v) (a) In our opinion and according to the information and
explanations given to us, during the year there are transaction made in
pursuance of contracts or arrangements that needs to be entered in the
register maintained under Section 301 of the Companies Act, 1956, we
report that the same is maintained .
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time where such market prices are available.
(vi) The Company has not accepted any deposits from the public within
the meaning of Section 58A and Section 58AA of the Companies Act 1956
and the rules framed there under.
(vii) As informed to us, the Company has no formal internal audit
system as such but its internal control procedures ensure reasonable
internal check of its financial and other records, commensurate with
the size of the company and nature of its business.
(viii) As informed to us, Central Government has not prescribed the
maintenance of cost records under Section 209 (1) (d) of the Companies
Act, 1956, in respect of activities carried on by the Company.
(ix) According to information and explanation given to us, in respect
to statutory dues:
(a) The company is generally regular in depositing with the appropriate
authorities in India the undisputed statutory dues under Income tax and
other taxes as applicable to it. As at the end of the financial year
there were no undisputed amounts payable for a period of more than six
months from the date they become payable.
(b) There were no dues of Income Tax and other Taxes which have not
been deposited with the appropriate authorities on account of any
dispute.
(x) The Company has incurred cash losses in this year. But the losses
are less than fifty per cent of CompanyRs.s net worth at the end of the
financial year.
(xi) The company has not defaulted in repayment of its dues to any bank
or financial institution during the year.
(xii) The company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanation
given to us, The Company is not a chit fund / nidhi /mutual benefit
fund / society.
(xiv) The Company has, in our opinion maintained proper records of the
transactions and contracts in respect of dealing in shares, securities,
mutual funds and other investments during the year and timely entries
have been made therein. All the shares, securities and other
investments have been held by the Company in its own name.
(xv) According to the information and explanation given to us, In our
opinion the Company has not given any guarantee for loans taken by
others from bank and financial institutions, the terms and conditions
whereof are prejudicial to the interest of the Company.
(xvi) The Company has not taken any term loans and hence provision of
clause (xvi) of the Order is not applicable.
(xvii) The Company has not raised any funds on short term basis.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
section 301 of the Companies Act 1956, during the year.
(xix) The Company has not raised any funds by the way of debenture
issue during the year.
(xx) The Company has not raised any money by way of public issue during
the year under review.
(xxi) During the year covered by our audit report and as explained to
us, to the best of our knowledge and belief, no material fraud has been
noticed or reported by the company.
For VORA & ASSOCIATES
CHARTERED ACCOUNTANTS
(ICAI Firm Reg. No.: 111612W)
BHARAT B. CHOVATIA
PARTNER
(Membership No.31756)
Place: MUMBAI
Dated: 30th May 2013
Mar 31, 2012
1 . We have audited the attached Balance Sheet of MADHUSUDAN SECURITIES
LIMITED as at 31st March 2012 and also the Statement of Profit and Loss
and the Cash Flow Statement for the year ended on that date as 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 reasonable basis for
our opinion.
3 . As required by the Companies (Auditor's report) Order, 2003 as
amended by the Companies (Auditor's Report) (Amendment) Order, 2 004
("the order") issued by the Central Government of India under sub
section (4A) of section 227 of the Companies Act, 1956, we enclose in
the Annexure, a statement on the matters specified in paragraphs 4 and
5 of the same order.
4 . Further to our comments in the Annexure referred to in Paragraph
(3) above; we report that;
(a) We have obtained all the information and explanations, which to
best of our knowledge and belief were necessary for the purpose of our
audit;
(b) In our opinion proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts;
(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;
(e) On the basis of the written representations from the Directors of
the Company as at 31st March, 2012 and taken on record by the Board of
Directors, we report that as per the information and explanation given
to us, none of the Directors are prima-facie disqualified from being
appointed as a Director in terms of clause (g) of sub-section (1) of
Section 274 of the Companies Act, 1956 and
(f) Without qualifying our report, we draw your attention to the
following Other Disclosures to Financial Statements:
Note no. 18.2: Regarding take-over of Business of Weekender Brand from
Primus Retail Pvt. Ltd. and pending Capital Commitment of Rs. 45
Crores.
Subject to above,
In our opinion and to the best of our information and according to the
explanation given to us, the said financial statements read with the
significant accounting policies and notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) In case of the Balance Sheet, of the State of affairs of the
company as at March 31st, 2012, and;
(ii) In the case of Statement of Profit & Loss of the LOSS for the year
ended on that date.
(iii) In the case of the Cash Flow Statement, of the cash flow for the
year ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 3 of our Report of even date on accounts of
Madhusudan Securities Limited for the year ended 31st March 2012 .)
1 . In respect of its Fixed Assets
During the year under review, the Company does not have any Fixed
Assets as on 31st March, 2012. Hence, the provisions of Clause 4(i) of
the order are not applicable to the Company.
2 . In respect of Inventory :
During the year under review, the company does not have any inventory.
Hence, provisions of clause 4(ii) of the order is not applicable to the
company.
In respect of the loans, secured or unsecured, granted or taken by the
company to/from companies, firms or other parties covered under
register maintained u/s 301 of The Companies Act, 1956
a) The company has not granted any loan during the year under review.
Consequently, the requirements of Clause (iii) b, c & d of order are
not applicable to the company.
b) The Company has taken unsecured loan from two parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount outstanding during the year is Rs. 47,00,000/- & the
year-end balance is Rs. 47,00,000/-
c) The company has not paid any interest on the loan taken.
d) The Company has not repaid the Loan amount.
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 nature of its business
for purchase of inventories, fixed assets and for sale of goods &
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
systems.
5 . (i) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
that need to be entered into the register maintained under Section 301
of the Companies Act, 1956 have been so entered.
(ii) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time where such market prices are available.
6 . The Company has not accepted any deposits from the public within
the meaning of Section 58A and Section 58AA of the Companies Act 1956.
7 . The Company has no formal internal audit system. However, in our
opinion and according to the information and explanation given to us,
its internal control procedures generally ensure reasonable internal
check of its financial and other records, commensurate with the size of
the Company and the nature of its business.
8 . As informed to us, the maintenance of Cost records has not been
prescribed by the Central Government u/s 209 (1) (d) of the Companies
Act, 1956, in respect of activities carried on by the Company.
9 . According to information and explanation given to us, in respect to
statutory dues :
(a) The company is generally regular in depositing with the appropriate
authorities in India the undisputed statutory dues under Income tax Act
and other material statutory dues as applicable to it.
However, the provision of the Provident Fund, Investor Education and
Protection Fund, Employee's State Insurance, Sales Tax, Wealth Tax,
Customs Duty, Excise Duty, Cess and other statutory dues are NOT
APPLICABLE.
b. At the end of the financial year there were no undisputed amounts
payable in respect of income tax and other statutory dues as
applicable, for a period of more than six months from the date they
become payable.
10 . The Company has incurred cash losses in this year. But the losses
are less than fifty per cent of Company's net worth at the end of the
financial year.
11 . The company has not defaulted in repayment of its dues to any bank
or financial institution during the year.
12 . The company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13 . The provisions of any special statute applicable to a chit fund /
nidhi /mutual benefit fund / societies are not applicable to the
Company.
14 . The Company has, in our opinion maintained proper records of the
transactions and contracts in respect of dealing in shares, securities,
debentures, mutual funds and other investments during the year and
timely entries have been made therein. All the shares, securities,
debentures and other investments have been held by the Company in its
own name.
15 . According to the information and explanation given to us, the
Company has not given any guarantee for loans taken by others from bank
and financial institutions, the terms and conditions whereof are
prejudicial to the interest of the Company.
16 . The Company has not taken any term loans and hence provision of
clause (xvi) of the order is not applicable.
17 . According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that the Company has not utilised funds raised on short-term basis for
long-term purpose.
18 . As per the information and explanation given to us, the Company
has not made any preferential allotment of shares, during the year, to
the parties and Companies covered in the register maintained u/s 301 of
the Companies Act, 1956.
19 . The company has not raised any funds by the way of debenture issue
during the year.
20 . The Company has not raised any money by public issue during the
year under review.
21 . According to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported during
the course of our audit.
For VORA & ASSOCIATES
CHARTERED ACCOUNTANTS
(ICAI Firm Reg. No.: 111612W)
BHARAT B. CHOVATIA
PARTNER
(Membership No.31756)
Place: MUMBAI
Dated: 31st July 2012
Mar 31, 2010
1. We have audited the attached Balance Sheet of MADHUSUDAN SECURITIES
LIMITED as at 31st March 2010 and also the annexed Profit and Loss
Account and Cash Flow Statement of the Company for the year ended on
that date as 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 reasonable basis for
our opinion.
3. As required by the Companies (Auditors report) Order, 2003 as
amended by the Companies (Auditors Report) (Amendment) Order, 2004
("the order") issued by the Central Government of India under sub
section (4A) of section 227 of the Companies Act 1956, we enclose in
the Annexure, a statement on the matters specified in paragraphs 4 and
5 of the same order.
4. Further to our comments in the Annexure referred to in Paragraph
(3) above; we report that;
(a) We have obtained all the information and explanations, which to
best of our knowledge and belief were necessary for the purpose of our
audit;
(b) In our opinion proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of
those 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 accounts;
(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;
(e) on the basis of the written representations from the Directors of
the Company as at 31st March, 2010 and taken on record by the Board of
Directors, we report that as per the information and explanation given
to us, none of the Directors are prima-facie disqualified from being
appointed as a Director in terms of clause (g) of sub-section (1) of
Section 274 of the Companies Act 1956 and
(f) in our opinion and to the best of our information and according to
the explanation given to us, the said accounts read with the notes to
accounts, subject to note No. If 2 thereon give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) In case of the Balance Sheet, of the State of affairs of the
company as at March 31st, 2010, and; (ii) In the case of Profit & Loss
A/c of the PROFIT of the company for the year ended on that date.
(iii) In the case of the Cash Flow Statement of the cash flow for the
year ended on that date.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our Report of even date on accounts of
Madhusudan Securities Limited for the year ended 31st March 2010.)
1. In respect of its Fixed Assets
During the year under audit, the Company does not have any Fixed Assets
as on 31st March, 2010. Hence, the provisions of Clause 4(i) of the
order are not applicable to the Company.
2. In respect of Inventory:
During the year covered by our audit report, the company does not have
any inventory, hence, provisions of clause 4(ii) of the order is not
applicable to the company.
3. In respect of the loans, secured or unsecured, granted or taken by
the company to/from companies, firms or other parties covered under
register maintained u/s 301 of The Companies Act, 1956
(a) The company has not granted any loan during the year under review.
Consequently, the requirements of Clause (iii) b, c & d of order are
not applicable to the company.
(b) The Company has taken unsecured loan from the four of the parties,
the parties covered in the register maintained under section 301 of the
Companies Act, 1956. The maximum amount outstanding during the year is
Rs. 2,20,00,000/- & year-end balance is Rs. NIL
(c) The company has paid the interest on the loan taken and rate of
Interest and other terms and conditions of loan taken are not
prejudicial to the interest of the company.
(d) The Company has repaid the amount of the Loan along with interest
regularly.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate widi the size of the company and nature of its business
for purchase of inventories, fixed assets and for sale of goods. During
the course of our audit, we have not observed any continuing failure to
correct major weaknesses in internal control systems.
5. (a)According to the information and explanations given to us, we
are of the opinion that die particulars of contracts or arrangements
that need to be entered into the register maintained under Section 301
of the Companies Act, 1956 have been so entered.
(b) In our opinion and according to die information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time where such market prices are available.
6. The Company has not accepted any deposits from die public within
the meaning of Section 58A and Section 58AA of the Companies Act 1956.
Therefore the clause (vi) of paragraph 4 of the Order are not
applicable to the company.
7. In our opinion and according to the information and explanation
given to us, the Company has no formal internal audit system as such
but its internal control procedures generally ensure reasonable
internal check of its financial and other records, commensurate with
die size of the Company and the nature of its business.
8. As informed to us, the maintenance of cost records has not been
prescribed by the Central Government under Section 209 (l)(d) of the
Companies Act, 1956, in respect of activities carried on by the
Company.
9. According to information and explanation given to us, in respect to
statutory dues:
(a) the company is generally regular in depositing with the appropriate
authorities in India the undisputed statutory dues under Income tax Act
and other material statutory dues as applicable to it However, die
provision of the Provident Fund, Investor Education and Protection
Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty,
Excise Duty, Cess and odier statutory dues are not applicable.
(b) at the end of the financial year there were no undisputed amounts
payable in respect of income tax and other statutory dues as
applicable, for a period of more then six months from the date they
become payable.
10. The Company has no accumulated losses as at 31st March, 2010 and
it has not incurred cash losses during the financial year covered by
our audit and the immediately preceding financial year.
11. The company has not defaulted in repayment of its dues to any bank
or financial institution during the year.
12. The company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly, reporting on paragraph 4 (xii) of the Order is not
applicable.
13. The provisions of ay special statute applicable to a chit fund /
nidhi /mutual benefit fund / societies are not applicable to the
Company. Accordingly, reporting under paragraph 4 (xiii) of the Order
is not applicable.
14. The Company has maintained proper records of the transactions and
contracts in respect of dealing in shares, securities, debentures,
mutual funds and other investments and timely entries have been made
therein. All the shares, securities, debentures and other investments
have been held by the Company in its own name.
15. The company has not given any guarantee for loans taken by others
from bank and financial institutions. Accordingly, reporting on
paragraph 4 (xv) of the Order is not applicable.
16. In our opinion and according to the information an explanation
given to us, there was no term loans taken by the Company and hence
provision of clause (xiv) of the order is not applicable.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that no funds raised on short-term basis have been used for long-term
investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956, during the year.
19. The company has not raised any funds by the way of debenture issue
during the year. Accordingly, the provision of clause 4 (xix) of the
Order is not applicable to the Company.
20. The Company has not raised any money by public issue during the
year under review.
21. During the year covered by our audit report and as explained to
us, to the best of our knowledge and belief, no material fraud has been
noticed or reported by the company.
For VORA& ASSOCIATES CHARTERED ACCOUNTANTS
(ICAI Firm Reg. No.:111612W)
BHARAT B. CHOVATIA PARTNER
(Membership No.31756)
Place: MUMBAI
Date: 30th July 2010