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Auditor Report of Man Infraconstruction Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION LIMITED ("the Company") as at March 31, 2014 and the Statement of Profit & Loss and Cash Flow Statement for the year 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 Standards referred to in sub- Section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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. 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 & Loss, of the profit of the Company for the year ended on that date, and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the 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 the said books;

(c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and;

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

Annexure to the Auditor''s Report

(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets except for steel shuttering materials for which, as informed to us, considering nature of assets, maintenance of quantitative details is not feasible.

(b) According to the information and explanations given to us, most of the fixed assets of the Company were physically verified by the management during the year except for steel shuttering materials which, as informed to us is not feasible to verify. No material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its fixed assets.

(c) During the year, Company has not disposed off any substantial part of fixed assets.

(ii) The year-end inventory comprises of construction materials, construction work-in-progress and other stock. Considering the nature of construction work and the manner in which the same is carried out, we are of the opinion that verification of such materials and records maintained at sites are adequate and proper. The Company has qualified engineers to supervise the work as well as to certify the work done by the contractors. The construction work-in-progress is recognised based on such verification and certification. In our opinion, the procedure of continuous verification and certification adopted by the management and the records maintained are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) (a) The Company has granted unsecured loans to 2(Two) parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 1,457 lakhs and the balance at the end of the year was Rs. 1,326 lakhs.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of interest free loans given to the parties covered in the register maintained under Section 301 of the Act are not prima facie prejudicial to the interest of the Company.

(c) According to the information and explanations given to us, no repayment schedules have been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(d) As stated above, no repayment schedules have been specified and there are no overdue amounts in excess of Rs. 1 lakh.

(e) to (g) 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, hence the question of reporting under sub- clause (e) to (g) of clause 4(iii) of the Order does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of the inventory, fixed assets and for sale of services system. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls system.

(v) (a) On perusal of the information available with the Company and based on explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 for the year that needs to be entered into the register maintained under Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act, and exceeding the value of Rs. 5 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 to the extent the same are available with the Company.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

(vii) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountant appointed by the management is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to its construction activity, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete, as the examination of the records is made by a Cost Accountant.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues. There are no arrears as at March 31, 2014 which were due for more than six months from the date they became payable.

(b) The details of disputed statutory dues, that have not been paid by the Company are as under:

Name of Nature of Forum where Financial Amount Statute Dues Dispute is Year (Rs.) Pending

TNGST,Act, Penalty Tamil Nadu Sales 2003-04 19.36 lakhs 1959 Tax Appellate Tribunal, Chennai

TNGST, Penalty Tamil Nadu Sales 2004-05 17.52 lakhs Act,1959 Tax Appellate Tribunal, Chennai

TNGST, Tax Tamil Nadu Sales 2006-07 0.31 lakhs Act,1959 Tax Appellate Tribunal, Chennai

KVAT Rules, Tax & Deputy Commissioner 2007-08 69.97 lakhs 2005 Interest (Appeals),Commercial Taxes, Ernakulam, Kerala

KVAT Rules, Tax & Deputy Commissioner 2009-10 8.45 lakhs 2005 Interest (Appeals),Commercial Taxes, Ernakulum, Kerala

KVAT Rules, Tax & Deputy Commissioner 2008-09 136.77 lakhs 2005 Interest (Appeals),Commercial Taxes, Ernakulum, Kerala

**Income Tax Tax Asst. Commissioner 2005-06 2.24 lakhs Act,1961 of Income Tax

**Income Tax Interest Deputy Commissioner 2007-08 13.71 lakhs Act,1961 of Income Tax

**Income Tax Interest Asst. Commissioner 2006-07 0.58 lakhs Act,1961 of Income Tax

Income Tax Interest Asst. Commissioner 2006-07 0.33 lakhs Act,1961 of Income Tax (Fringe Benefits Tax)

Income Tax Interest Asst. Commissioner 2008-09 1.72 lakhs Act,1961 of Income Tax (Fringe Benefits Tax)

Wealth Tax Asst. Commissioner 2005-06 0.18 lakhs Tax,1957 Liability of Income Tax (Wealth Tax)

Finance Tax Commissioner of 2009-10 73.27 lakhs Act,1994 Service Tax

Finance Interest & Commissioner of 2009-10 1,452.71 Act,1994 Penalty Service Tax & 10-11 lakhs

Finance Interest & Commissioner of 2009-10 12.12 lakhs Act,1994 Penalty Service Tax to 11-12

Finance Interest & Commissioner of 2011-12 0.73 lakhs Act,1994 Penalty Service Tax

* The Company has issued bank guarantee of Rs. 5.39 lakhs

** Also refer to note no. 2.20 to the financial statement relating to application filed with settlement commission by the Company.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

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

(xiii)The Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of its dealing in securities and other investments and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

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

(xvi) The Company has not taken any term loans hence the question of application of term loans does not arise.

(xvii) According to the information and explanations given to us, and in our opinion, the funds raised on short-term basis have generally not been used for long term investment.

(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 Act, during the year. Hence the question of reporting under clause 4(xviii) of the Order regarding whether price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities have been created does not arise.

(xx) The Company has not raised any money by public issues during the year under audit.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no material fraud on or by the Company has been noticed or reported during the year.

For G. M. KAPADIA & CO.

Chartered Accountants Firm Registration No. 104767W

VIREN THAKKAR Place: Mumbai Partner Dated: May 29, 2014 (Membership No. 49417)


Mar 31, 2013

Report on the Financial Statements

We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION LTD. ("the Company") as at 31st March 2013 and also the Statement of Profit & Loss and the Cash Flow Statement for the year 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 Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

(b) In the case of the Statement of Profit & Loss, of the profit of the Company for the year ended on that date, and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the 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 the said books;

(c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors as on 31st March, 2013 and 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 clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(Referred to our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets except for steel shuttering materials for which, as informed to us, considering nature of assets, maintenance of quantitative details is not feasible.

(b) According to the information and explanations given to us, most of the fixed assets of the company were physically verified by the management during the year except for steel shuttering materials which, as informed to us, is not feasible to verify. No material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its fixed assets.

(c) During the year, Company has not disposed off any substantial part of fixed assets.

(ii) The year-end inventory comprises of Construction Work-in-Progress and construction materials. Considering the nature of construction work and the manner in which the same is carried out, we are of the opinion that verification of such materials and records maintained at sites are adequate and proper. The Company has qualified engineers and to supervise the work as well as to certify the work done by the contractors. The Construction Work-in- Progress is recognised based on such verification and certification. In our opinion, the procedure of continuous verification and certification adopted by the management and the records maintained are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) (a) The Company has granted unsecured loans to 4 (Four) subsidiaries covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 2,043.20 Lakhs and the balance at the end of the year was Rs. 1,421.20 Lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loans covered in the register maintained under Section 301 of the Act are not prima facie prejudicial to the interest of the Company.

(c) According to the information and explanations given to us, no repayment schedules have been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(d) As stated above, no repayment schedules have been specified and there are no overdue amounts in excess of Rs. One lakh.

(e) The Company has not taken any loans, secured to or unsecured from companies, firms or other (g) parties covered in the register maintained under Section 301 of the Act, hence the question of reporting under sub-clause (e) to (g) of clause 4(iii) of the Order does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of the inventory, fixed assets and for sale of services except for generation and disposal of scrap which, as explained to us, the company is in process of strengthening the same. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls system.

(v) (a) On perusal of the information available with the Company and based on explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 for the year that needs to be entered into the register maintained under Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act, and exceeding the value of Rs. 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 to the extent the same are available with the Company.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

(vii) In our opinion, the internal audit function carried out during the year by firms of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to its construction activity, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete, as the examination of the records is made by a Cost Accountant.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues, wherever applicable except in certain cases of Wealth Tax. There are no arrears as at 31st March, 2013 which were due for more than six months from the date they became payable except Rs. 25.23 Lakhs on account of Wealth Tax, which has been paid.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty and Cess which have not been deposited on account of any dispute except in the following:

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

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

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of its dealing in securities and other investments and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

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

(xvi) The Company has not taken any term loans hence the question of application of term loans does not arise.

(xvii)According to the information and explanations given to us, and in our opinion, the funds raised on short- term basis have generally not been used for long term investment.

(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 Act, during the year. Hence the question of reporting under clause 4(xviii) of the Order regarding whether price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities have been created does not arise.

(xx) In respect of money raised of Initial public offer during the financial year 2009-2010, the Company has disclosed the details of utilization in notes to accounts. The Company has not raised any money by public issues during the year.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no material fraud on or by the Company has been noticed or reported during the year.

For G. M. KAPADIA & CO.

Chartered Accountants

Firm Registration No. 104767W

(ATUL SHAH)

Place: Mumbai Partner

Dated: 30th May 2013 (Membership No. 39569)


Mar 31, 2012

1. We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION LIMITED as at 31st March, 2012, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date annexed thereto.

These Financial Statements are the responsibility of the 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 the 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, ('the Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, ('the Act') we enclose in the Annexure 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:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the audit;

(ii) 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 the said books;

(iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act.

(v) The Exceptional Item (Note No. 2.23) of Rs. 1,160.23 Lakhs arises out of the Management statements made, pursuant to the proceedings initiated by the Income-tax authorities under Section 132 of the Income Tax Act, 1961, and in respect of which, therefore, we have been unable to obtain supporting to provide a satisfactory basis for our opinion. Accordingly, we have not expressed any opinion thereon.

(vi) Based on written representations made by the Directors of the Company and taken on record by the Board, none of the Directors of the Company are, prima-facie, as at 31st March, 2012 disqualified from being appointed as directors of the Company under clause (g) of sub-section (1) of Section 274 of the Act on the said date;

(vii) In our opinion and to the best of our information and according to the explanations given to us, subject to our observation in Para(v) above, the accounts read together with notes thereon give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

b. In the case of the Statement of Profit & Loss, of the profit of the Company 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.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets except for steel shuttering materials for which considering nature of assets, maintenance of quantitative details is not feasible.

(b) According to the information and explanations given to us, most of the fixed assets of the Company were physically verified by the management during the year except for steel shuttering materials and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its fixed assets.

(c) During the year, Company has not disposed off any substantial part of fixed assets.

(ii) The year-end inventory comprises of Construction Work- in-progress and construction materials. Considering the nature of construction work and the manner in which the same is carried out, we are of the opinion that verification of such materials and records maintained at sites are adequate and proper. The Company has qualified engineers to supervise the work as well as to certify the work done by the contractors. The Construction Work-in- Progress is recognized based on such verification and certification. In our opinion, the procedure of continuous verification and certification adopted by the management and the records maintained are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) (a) The Company has granted unsecured loans to 6 (Six) subsidiaries and 1 (One) joint venture companies covered in the Register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 14,479.17 Lakhs and the balance at the end of the year was Rs. 11,871.62 Lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loans covered in the Register maintained under Section 301 of the Act are not prima facie prejudicial to the interest of the Company

(c) According to the information and explanations given to us, no repayment schedules have been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(d) As stated above, no repayment schedules have been specified and there are no overdue amounts in excess of Rs. One Lakh.

(e) The Company has not taken any loans, secured or to unsecured from Companies, Firms or other parties (g) covered in the register maintained under Section

301 of the Act, hence the question of reporting under sub-clause (e) to (g) of clause 4(iii) of the Order does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of the inventory fixed assets and for sale of services except for generation and disposal of scrap which needs to be strengthened. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) On perusal of the information available with the Company and based on explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 for the year that needs to be entered into the register maintained under Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act, and exceeding the value of Rs. 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 to the extent the same are available with the Company

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company

(vii) In our opinion, the internal audit function carried out during the year by firms of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to its construction activity pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete, as the examination of the records is made by a Cost Accountant.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues wherever applicable and there are no arrears as at 31st March, 2012 which were due for more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty/ Excise Duty and Cess which have not been deposited on account of any dispute except in the following:

Name of the Statute Nature of Dues Forum where dispute is pending

TNGST, Act, 1959 Penalty Tamil Nadu Sales Tax Appellate Tribuna, Chennai

TNGST, Act, 1959 Penalty Tamil Nadu Sales Tax Appellate Tribunal, Chennai

TNGST, Act, 1959 Tax Tamil Nadu Sales Tax Appellate Tribunal, Chennai

KVAT Rules, 2005 Tax & Interest Deputy Commissioner (Appeals), Commercial Taxes, Ernakulum, Kerala

KVAT Rules, 2005 Tax & Interest Deputy Commissioner (Appeals), Commercial Taxes, Ernakulum, Kerala

KVAT Rules, 2005 Tax & Interest Deputy Commissioner (Appeals), Commercial Taxes, Ernakulum, Kerala

Name of the Statute Financial Year Amount (Rs.)

TNGST,Act,1959 2003-04 1,966,472

TNGST,Act,1959 2004-05 1,752,503

TNGST,Act,1959 2006-07 31,218 KVAT Rules,2005 2007-08 3,828,619

KVAT Rules,2005 2008-09 13,677,845

KVAT Rules,2005 2009-10 305,112

Name of the Statute Nature of Dues Forum where dispute is pending

Income Tax Act, 1961 Tax Asst. Commissioner of Income Tax

Income Tax Act, 1961 Interest Asst. Commissioner of Income Tax

Income Tax Act, 1961 Interest Additional Commissioner of Income Tax (Fringe Benefits Tax)

Income Tax Act, 1961 Interest Deputy Commissioner of Income Tax

Income Tax Act, 1961 Interest Asst. Commissioner of Income Tax (Fringe Benefits Tax)

Wealth Tax Act, 1957 Tax Liability Asst. Commissioner of Income Tax (Wealth Tax)

Finance Act, 1994 Tax Commissioner of Service Tax

Name of the Statute Financial year Amount(Rs.)

Income Tax Act,1961 2005-06 244,738

Income Tax Act,1961 2006-07 58,374

Income Tax Act,1961 2006-07 33,826

Income Tax Act,1961 2007-08 1,371,667

Income Tax Act,1961 2008-09 172,761

Wealth Tax Act,1961 2005-06 18,006

Finance Act,1994 2009-10 7,327,483

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

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

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company

(xiv) The Company has maintained proper records of transactions and contracts in respect of its dealing in securities and other investments and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

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

(xvi) The Company has not taken any term loans hence the question of application of term loans does not arise.

(xvii) According to the information and explanations given to us, and in our opinion, the funds raised on short- term basis have generally not been used for long term investment.

(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 Act, during the year. Hence the question of reporting under clause 4(xviii) of the Order regarding whether price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities have been created does not arise.

(xx) We have verified the end use of money raised by public issues from the draft prospectus filed with SEBI, the offer document and as disclosed in the notes to the financial statements.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For G. M. KAPADIA & CO.

Chartered Accountants

Firm Registration No. 104767 W

(ATUL SHAH)

Place: Mumbai Partner

Date: 28th May 2012 (Membership No. 39569)


Mar 31, 2011

1. We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION LTD. as at 31st March, 2011 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the 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 the 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, (the Order), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, (the Act) we enclose in the Annexure 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:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the audit;

(ii) 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 the said books;

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act.

(v) Based on representations made by the directors of the Company and taken on record by the board, none of the directors of the Company are, prima- facie, as at 31st March, 2011 disqualified from being appointed as directors of the Company under clause (g) of sub-section (1) of Section 274 of the Act on the said date;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with notes thereon give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011,

b. In the case of the Profit & Loss Account, of the profit of the Company 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.

annexure to the auditors report (Referred to in paragraph 3 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets except for steel shuttering materials for which considering nature of assets, maintenance of quantitative details is not feasible.

(b) According to the information and explanations given to us, most of the fixed assets of the Company were physically verified by the management during the year except for steel shuttering materials and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its fixed assets.

(c) During the year, the Company has not disposed off any substantial part of fixed assets.

(ii) The year-end inventory comprises of Construction Work- in-Progress and construction materials. Considering the nature of construction work and the manner in which the same is carried out, we are of the opinion that verification of such materials and records maintained at sites are adequate and proper. The Company has qualified engineers and architects to supervise the work as well as to certify the work done by the contractors. The Construction Work-in-Progress is recognised based on such verification and certification. In our opinion, the procedure of continuous verification and certification adopted by the management and the records maintained are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) (a) The Company has granted unsecured loans to 2 (Two) subsidiaries and 1 (One) joint venture Company covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 2,721.26 Lakhs and the balance at the end of the year was Rs. 2,247.56 Lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loans covered in the register maintained under section 301 of the Act are not prima facie prejudicial to the interest of the Company.

(c) According to the information and explanations given to us, no repayment schedules have been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(d) As stated above, no repayment schedules have been specified and there are no overdue amounts in excess of Rs. 1.00 Lakh.

(e) to (g) 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, hence the question of reporting under sub-clause (e) to (g) of clause 4(iii) of the Order does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of the inventory, fixed assets and for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) On perusal of the information available with the Company and based on explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 for the year that needs to be entered into the register maintained under Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act, and exceeding the value of Rs. 5.00 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 to the extent the same are available with the Company.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

(vii) In our opinion, the internal audit function carried out during the year by firms of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

(viii)To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of Section 209 of the Act for the services of the Company.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues wherever applicable and there are no arrears as at 31st March, 2011 which were due for more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty and Cess which have not been deposited on account of any dispute except in the following:

(Rs. in Lakhs)

Name of the Nature of Dues Forum where Financial Year Amount Statute dispute is pending

TNGST Act, 1959 Penalty Hon.Sales Tax 2003-04 19.36 Appellate Tribunal (Additional Bench), Chennai

TNGST Act,1959 Penalty Hon.Sales Tax 2004-05 17.53 Appellate Tribunal (Additional Bench), Chennai

KVAT Rules, 2005 Value Added Tax & Deputy 2007-08 57.43 Interest Commissioner (Appeals), Commercial Taxes, Ernakulam, Kerala

KVAT Rules, 2005 Value added Tax & Deputy 2009-10 4.58 Interest Commissioner (Appeals), Commercial Taxes, Ernakulum, Kerala

Income Tax Act,1961 Income Tax & Interest Deputy 2007-08 13.61 Commissioner of Income Tax

Income Tax Act,1961 Income Tax & Interest Assistant 2008-09 121.50 Commissioner of Income Tax

Wealth Tax,1957 Wealth Tax Liability Asst. Commissioner 2006-07 0.18 of Income Tax (Wealth Tax)

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

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

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of its dealing in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

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

(xvi) The Company has not taken any term loans hence the question of application of term loans does not arise.

(xvii) According to the information and explanations given to us, and in our opinion, the funds raised on short- term basis have generally not been used for long term investment.

(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 Act, during the year. Hence the question of reporting under clause 4(xviii) of the Order regarding whether price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities have been created does not arise.

(xx) We have verified the end use of money raised by public issues from the draft prospectus filed with SEBI, the offer document and as disclosed in the notes to the financial statements.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.



For G. M. KAPADIA & CO.

Chartered Accountants Firm Registration No. 104767W (ATUL SHAH)

Place: Mumbai Partner

Dated: 25th May, 2011 (Membership No. 39569)


Mar 31, 2010

1. We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION LIMITED as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the 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 the 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 of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the audit;

(ii) 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 the said books;

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) Based on representations made by the directors of the Company and taken on record by the board, none of the directors of the Company are, prima-facie, as at 31st March, 2010 disqualified from being appointed as directors of the Company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956, on the said date;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with 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 31st March, 2010,

b. In the case of the Profit & Loss Account, of the profit of the Company 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.

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

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

(b) According to the information and explanations given to us, most of the fixed assets of the company were physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets.

(c) During the year, Company has not disposed off any substantial part of fixed assets.

(ii) The year-end inventory comprises of Construction Work- in-Progress and construction materials. Considering the nature of construction work and the manner in which the same is carried out, we are of the opinion that verification of such materials and records maintained at sites are adequate and proper. The Company has qualified engineers and architects to supervise the work as well as to certify the work done by the contractors. The Construction Work-in-Progress is recognised based on such verification and certification. In our opinion, the procedure of continuous verification and certification adopted by the management and the records maintained are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) (a) The Company has granted unsecured loans to 2 (Two) subsidiaries and 1 (One) joint venture companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2595.63 lakhs and the balance at the end of the year was Rs. 2277.60 lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loans covered in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

(c) According to the information and explanations given to us, no repayment schedules have been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(d) As stated above, no repayment schedules have been specified and there are no overdue amounts in excess of Rs. one lakh.

(e) 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 Companies Act, 1956, hence the question of reporting under sub-clause (e) to (g) of clause 4(iii) of the Order does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of the inventory, fixed assets and for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) On perusal of the information available with the Company and based on explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 for the year that needs 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 the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 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 to the extent the same are available with the Company.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and Rules framed there under are not applicable to the Company.

(vii) In our opinion, the internal audit function carried out during the year by firms of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

(viii)To the best of our knowledge and as explained, 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 for the services of the Company.

(a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues wherever applicable and there are no arrears as at March 31, 2010 which were due for more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty and Cess which have not been deposited on account of any dispute except in the following:

Forum where dispute is pending Financial Amount Year (in lakhs)

Appellate Assistant Commissioner (CT) 2003-04 29.04 III, Chennai

Appellate Assistant Commissioner (CT) 2004-05 23.67 III, Chennai

Deputy Commissioner (Appeals), 2007-08 57.43 Commercial Taxes, Ernakulam, Kerala

Deputy Commissioner (Appeals), 2009-10 4.58 Commercial Taxes, Emakulum, Kerala

Additional Commissioner of Income Tax 2006-07 179.65

Deputy Commissioner of Income Tax 2007-08 13.61

Asst.Commissioner of Income Tax 2006-07 0.18 (Wealth Tax)

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

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

(xiii)The Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

(xiv)The Company has maintained proper records of transactions and contracts in respect of its dealing in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

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

(xvi)The Company has not taken any term loans hence the question of application of term loans does not arise.

(xvii) According to the information and explanations given to us, and in our opinion, the funds raised on short- term basis have generally not been used for long term investment.

(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. Hence the question of reporting under clause 4(xviii) of the Order regarding whether price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities have been created does not arise.

(xx) We have verified the end use of money raised by public issues from the draft prospectus filed with SEBI, the offer document and as disclosed in the notes to the financial statements.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

FOR G. M. KAPADIA & CO. CHARTERED ACCOUNTANTS

FIRM REGISTRATION NO. 104767W

(ATUL SHAH)

MUMBAI PARTNER

DATED: 25th MAY, 2010 (MEMBERSHIP NO. 39569)


Mar 31, 2008

1. We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION LIMITED as at 31 st March, 2008 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the 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 the 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 of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the audit;

(ii) 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 the said books;

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) Based on representations made by the directors of the Company and taken on record by the board, none of the directors of the Company are, prima-facie, as at 3 Ist March, 2008 disqualified from being appointed as directors of the Company under clause (g) of sub-section (I) of section 274 of the Companies Act, 1956, on the said date;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with 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, 2008,

b. In the case of the Profit & Loss Account, of the profit of the Company 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.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

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

(b) According to the information and explanations given to us, most of the fixed assets of the company were physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets.

(c) During the year, Company has not disposed off any substantial part of fixed assets.

(ii) The year-end inventory comprises of Construction Work-in-Progress and construction materials. Considering the nature of construction work and the manner in which the same is carried out, we are of the opinion that verification of such materials and records maintained at sites are adequate and proper. The Company has qualified engineers and architects to supervise the work as well as to certify the work done by the contractors. The Construction Work-in-Progress is recognised based on such verification and certification. In our opinion, the procedure of continuous verification and certification adopted by the management and the records maintained are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company has not granted or taken any loans secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, hence the question of reporting under sub- clause (a) to (g) of clause 4(iii) of the Order does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of the inventory, fixed assets and for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) On perusal of the information available with the Company and based on explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 for the year that needs 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 the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 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 to the extent the same are available with the Company.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and Rules framed there under are not applicable to the Company.

(vii) The Company does not have a formal internal audit system.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (I) of section 209 of the Companies Act, 1956 for the services of the Company.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues wherever applicable and there are no arrears as at March 31, 2008 which were due for more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of income tax, Sales tax, wealth tax, Service tax, Custom duty, Excise duty, cess have not been deposited on account of any dispute, except those given below:

Forum where dispute is pending Financial Year Amount

Appellate Assistant Commissioner (CT) III, Chennai. 2003-04 3,872,944

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

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

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of its dealing in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

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

(xvi) The Company has not taken any term loans hence the question of application of term loans does not arise.

(xvii) According to the information and explanations given to us, and in our opinion, the funds raised on short-term basis have generally not been used for long term investment.

(xviii) During the year, the Company has issued shares to various parties at premium. The preferential allotment of shares made during the year to parties covered in the register maintained under section 301 of the Companies Act, 1956 are approved by the members and are in accordance with Unlisted Public Companies (Preferential Allotment) Rules,2003 issued by the Central Government. In view of the same, the Company has represented that the question of having such issue prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities have been created does not arise.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

Fob- G. M. KAPAMA & CO. Chartered Accountants

(ATUL SHAH) Mumbai Partner

Dated: 9th June, 2008 (Membership No. 39569)

 
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