Mar 31, 2016
Report on the Financial Statements
We have audited the accompanying financial statements of NATIONAL STEEL AND AGRO INDUSTRIES LIMITED ("the Company") which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 ("the Rules"). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016 and its profit and its cash flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor''s Report) Order, 2016 issued by the Central Government of India in term of sub-section (11) of Section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March, 2016, taken on record by the Board of Directors, none of the director is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate report in "Annexure B" and
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
(i) The Company has disclosed the impact of pending litigations as at 31st March, 2016 on its financial position in its financial statements as referred in annexure to Auditors'' Report vii(b).
(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.
(iii) There has been no amounts, required to be transferred, to the investor Education and Protection Fund by the Company.
(Referred to in paragraph (1) of our report of even date)
(i) (a) As explained to us, in respect of fixed assets, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) As explained to us, the fixed assets have been physically verified by the management, in accordance with the program of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on such verification.
(c) In respect of immovable property, title deeds of all the immovable properties are in the name of the Company.
(ii) As explained to us, the inventory of the Company has been physically verified during the year by the management. In respect of materials lying with third parties these have been confirmed by them. In our opinion the frequency of the verification is reasonable. In our opinion, the discrepancies noticed on verification between the physical stocks and book records were not material, having regard to the size of the operations of the Company.
(iii) As explained to us, the Company has not granted any loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.
(iv) According to the records of the Company examined by us, the Company had given corporate guarantee on behalf of associate and full particulars of the guarantee have been disclosed in the financial statement.
(v) The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and the rules framed there under to the extent notified.
(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
(vii) (a) According to the records of the Company examined by us and the information and explanations given to us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of Income-Tax, Sales-Tax, Entry-Tax, Wealth-Tax, Service-Tax, Customs Duty, Excise Duty and Cess as at 31st March, 2016 which have not been deposited on account of disputes are as follows.
Statement of Disputed Dues
Name of Statute |
Nature of Dues |
Amount Disputed (Rs. ) |
Period |
Forum where dispute is pending |
The Central Excise Act |
Excise Duty |
12,50,482 |
2013-14 |
Commissioner (Appeals), Bhopal |
4,88,837 |
2014-15 |
Commissioner (Appeals), Bhopal |
||
Penalty |
5,00,000 |
2014-15 |
Commissioner (Appeals), Bhopal |
|
5,00,000 |
2014-15 |
Commissioner (Appeals), Bhopal |
||
5,00,000 |
2014-15 |
Commissioner (Appeals), Bhopal |
||
CENVAT Credit |
1,47,91,017 |
2014-15 |
Commissioner Central Excise, Indore |
|
Differential Duty |
11,63,22,636 |
2014-15 |
Central Excise and Service Tax Appellate Tribunal, New Delhi |
|
Differential Duty |
1,03,04,238 |
2015-16 |
Commissioner of Central Excise & Service Tax, Indore |
|
Custom Duty |
1,92,99,130 |
2014-15 |
Commissioner of Customs, Mundra port, Gujrat |
|
Sales Tax Act |
Entry Tax |
50,47,197 |
2004-05 |
M.P. Commercial Tax Appellate Board, Bhopal |
State Case |
5,19,604 |
2004-05 |
M.P. Commercial Tax Appellate Board, Bhopal |
|
State Case |
18,68,541 |
2005-06 |
M.P. Commercial Tax Appellate Board, Bhopal |
|
VAT Ta x |
8,57,947 |
2010-11 |
Appeal to Joint Commissioner of Sales Tax, Mumbai |
|
Sales Tax (Commercial Tax) |
Entry Tax |
5,49,730 |
2008-09 |
Commercial Tax Tribunal, Ghaziabad |
Entry Tax |
14,79,228 |
2009-10 |
Commercial Tax Tribunal, Ghaziabad |
|
Entry Tax |
1,25,56,862 |
2009-10 2010-11 |
Hon''ble Supreme Court of India, Ghaziabad |
|
VAT Ta x |
8,32,935 |
2010-11 |
Sales Tax (Ghaziabad) |
(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institutions, banks, Government or any dues to debenture holders as at balance sheet date.
(ix) According to the records of the Company examined by us and the information and explanation given to us, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) and term loan.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.
(xi) According to the records of the Company examined by us, managerial remuneration has been paid or provided in excess of the limits prescribed under provisions of Section 197 read with schedule V of the Companies Act, 2013. As per the information given to us, the Company is in the process of complying with the provisions of the aforesaid section by putting up the matter to Shareholders'' approval in the ensuing General Meeting and thereafter for the requisite consent of Central Government.
(xii) The Company is not a Nidhi company.
(xiii) According to the records of the Company examined by us and the information and explanation given to us, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the financial statement as required by applicable accounting standards.
(xiv) According to the records of the Company examined by us, the Company has not made any preferential allotment or private allotment of shares or fully or partly convertibles debenture during the year.
(xv) According to the records of the Company examined by us and the information and explanation given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.
(xvi) According to the records of the Company examined by us the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.
For Gupta Saharia & Co.
Chartered Accountants
FRN-103446W
Place : Indore CA Suresh Saharia
Dated : 27th May, 2016 (Partner)
Membership No. 040180
Mar 31, 2015
We have audited the accompanying financial statements of NATIONAL STEEL
AND AGRO INDUSTRIES LIMITED ("the Company") which comprise the Balance
Sheet as at 31st March, 2015, the Profit and Loss Statement and the
Cash Flow Statement for the year then ended and a summary of
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Director is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgements
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these 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
judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessment, the auditor considers internal
financial control relevant to the Company's preparation of the
financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by the
Company's Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its cash flows for the year
ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor's Report) Order, 2015 issued
by the Central Government of India in terms of Sub-Section (11) of
Section 143 of the Act (hereinafter referred to as the "Order"), and on
the basis of such checks of the books and records of the Company as we
considered appropriate and according to the information and
explanations given to us, 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
purpose of our audit;
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014;
e) On the basis of the written representations received from the
Directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31st March, 2015
from being appointed as a Director in terms of Section 164(2) of the
Act.
f) With respect to the other matters to be included in the Auditors'
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our knowledge and belief
and according to the information and explanations given to us :
(i) The Company has disclosed the impact of pending litigations as at
31st March, 2015 on its financial position in its financial statements
as referred in annexure to Auditors' Report vii(b).
(ii) The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
and as required on long-term contracts including derivative contracts.
(iii) There has been no amounts, required to be transferred, to the
investor Education and Protection Fund by the Company.
(i) (a) In respect of fixed assets, the Company has maintained proper
records showing full particulars including quantitative details and
situation of fixed assets.
(b) The fixed assets have been physically verified by the management,
in accordance with the programme of verification adopted by the
Company. In our opinion, the frequency of verification is reasonable
having regard to the size of the Company and the nature of its Assets.
To the best of our knowledge, no material discrepancies have been
noticed on such verification.
(ii) (a) As explained to us, the inventory of the Company has been
physically verified during the year by the management. In respect of
materials lying with third parties these have been confirmed by them.
In our opinion the frequency of the verification is reasonable.
(b) According to the information and explanations given to us, in our
opinion, the procedures of physical verification of stocks followed by
the management are reasonable and adequate in relation of the size of
the Company and the nature of its business.
(c) In our opinion and information and explanations given to us, the
Company is maintaining proper records of inventory and the
discrepancies noticed on verification between the physical stocks and
book records were not material, having regard to the size of the
operations of the Company.
(iii) The Company has not granted any loans, secured or unsecured, to
Companies, Firms or other parties covered in the register maintained
under Section 189 of the Act.
(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 the nature of its
business with regard to purchases of inventory and fixed assets and for
the sale of goods & services. During the course of our audit, we have
not observed any continuing failure to correct major weaknesses in
Internal Controls.
(v) The Company has not accepted any deposits from the public within
the meaning of Section 73 and 74 of the Act and the rules framed there
under to the extent notified.
(vi) We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the Rules made by the
Central Government of India, the maintenance of Cost Records has been
specified under Sub-Section (1) of Section 148 of the Companies Act,
and are of the opinion that prima facie, the prescribed accounts and
records have been made and maintained. However, we have not made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
(vii) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues including
Provident Fund, Employees State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added
Tax and other material statutory dues, as applicable, with the
appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us as at 31st March, 2015 there is
disputed dues in respect of UP Entry Tax aggregating to 145.86 Lacs is
pending before Hon'ble Supreme Court of India against the Joint
Commissioner (Appeals), Commercial Tax, Ghaziabad related to the year
2008-09, 2009-10, 2010- 11 & 8.56 Lacs is pending before Sales Tax
Department, Ghaziabad for the year 2010-11
under Vat, 8.58 Lacs is pending before Joint Commissioner of Sales Tax,
Mumbai for the period 2010-11. Appeals related to excise are pending
before the Commissioner (Appeals) Bhopal for 12.50 Lacs & 4.89 Lacs for
the year 2013-14 & 2014-15 respectively. Further appeals are pending
related to Entry Tax before M.P. Commercial Tax Appellate Board, Bhopal
for 50.47 Lacs related to the year 2004-05 & appeals are pending for
5.20 Lacs & 18.68 Lacs for the year 2004-05 & 2005-06 respectively
under MPCT Act. There are no dues of Income Tax, Wealth Tax, Service
Tax and Duty of Custom which have not been deposited on account of any
dispute.
(c) There is no amount which is required to be transferred to Investor
Education and Protection Fund in accordance with the provisions of the
Companies Act, 1956 and the rules made thereunder.
(viii) The Company has no accumulated losses as at the end of the
financial year and it has not incurred any cash losses in the Financial
Year ended on that date or in the immediately preceding Financial Year.
(ix) According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institutions or banks as at
Balance Sheet date.
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks or financial institutions
during the year are not prejudicial to the interest of the Company.
(xi) In our opinion, and according to the information and explanations
given to us, the term loans have been applied, on an overall basis, for
the purposes for which they were obtained.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanation given to us, we have neither come across any instance of
material fraud on or by the Company, noticied or reported during the
year, nor have we been informed of any such case by the management.
For Gupta Saharia & Co.
Chartered Accountants
FRN-103446W
Place : Indore CA Suresh Saharia
Dated : 28.05.2015 (Partner)
Membership No. 040180
Mar 31, 2014
We have audited the accompanying financial statements of NATIONAL STEEL
AND AGRO INDUSTRIES LIMITED ("the Company") which comprise the Balance
Sheet as at March 31, 2014, the Statement of Profit and Loss Account
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
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the accounting standards notified under the Companies
Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th
September 2013 of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act, 2013 and in accordance with the
accounting principles generally accepted in India. 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.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors'' judgement, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers Internal Control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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, 2014;
b) In the case of the Statement of Profit and Loss, of the profit for
the year ended on that date;
c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date;
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order'') issued by the Central Government of India in terms of Section
227(4A) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that : 4
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
notified under the act read with the General Circular 15/2013 dated
September 13, 2013 of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act, 2013.
e) On the basis of the 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 Section 274(l)(g) of the
Act.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in paragraph (1) of our report of even date)
1.1 (a) In respect of fixed assets, the Company has maintained proper
records showing full particulars including quantitative details and
situation of fixed assets.
(b) The fixed assets have been physically verified by the management,
in accordance with the programme of verification adopted by the
Company. In our opinion, the frequency of verification is reasonable
having regard to the size of the Company and the nature of its Assets.
To the best of our knowledge, no material discrepancies have been
noticed on such verification.
(c) During the year, in our opinion, no substantial part of fixed
assets has been disposed off by the Company.
1.2 (a) As explained to us, the inventory of the Company has been
physically verified during the year by the management. In respect of
materials lying with third parties these have been confirmed by them.
In our opinion the frequency of the verification is reasonable.
(b) According to the information and explanations given to us, in our
opinion, the procedures of physical verification of stocks followed by
the management are reasonable and adequate in relation of the size of
the Company and the nature of its business.
(c) In our opinion and information and explanations given to us, the
Company is maintaining proper records of inventory and the
discrepancies noticed on verification between the physical stocks and
book records were not material, having regard to the size of the
operations of the Company.
1.3 (a) The Company has not taken any loans, secured or unsecured, from
the Companies, Firms or other parties covered in the register
maintained under Section 301 of the Companies Act, 1956. The Company
has not granted any loans, secured or unsecured, to Companies, Firms or
other parties covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(b) Other provisions of the clause are not applicable, hence not
commented upon.
1.4 In our opinion and according to the information and explanations
given to us, there are adequate Internal Control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods & services. During the course of our audit,
we have not observed any continuing failure to correct major weaknesses
in Internal Controls.
1.5 (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered, if any, in the
Register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations
given to us, transactions made in pursuance of contracts or
arrangements entered, if any, in the Register maintained under Section
301 of the Companies Act, 1956 and exceeding the value of Rupee Five
Lacs in respect of any party during the year have been made at prices
which are prima facie reasonable, having regard to prevailing market
prices at the relevant time where such market prices are available.
1.6 In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public to
which the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA or any other relevant provisions of
the Act and the Companies (Acceptance of Deposits) Rules, 1975 apply.
1.7 The Company has an Internal Audit System which in our opinion is
adequate and commensurate with the size of the Company and nature of
its business.
1.8 We have broadly reviewed the books of account and records in
respect of manufacturing of Cold Rolled, GP/GC, Coated Coils/Sheets
maintained by the Company pursuant to the Rules made by the Central
Government for the maintenance of Cost Records under Section 209(l)(d)
of the Companies Act 1956.
We are of the opinion that prima facie the prescribed accounts and
records have been maintained. However, we have not made a detailed
examination of such accounts and records with a view to determine
whether they are accurate or complete.
1.9 (a) According to the information and explanations given to us, the
Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues applicable to it.
(b) According to the information and explanations given to us, there is
disputed dues in respect of UP Entry Tax aggregating to Rs. 137.30 lacs
is pending before Hon''ble Supreme Court of India, related to the year
2010-11 & Rs. 26.17 lacs pending before Additional Commissioner Appeal,
Sales Tax Deptt. Gaziiabad for the year 2008-09, 2009-10 & 2012-13.
Another disputed dues of Rs. 6.20 lacs is pending before Joint
Commissioner, Sales Tax Deptt. Flaldwani U.K. related to the year
2008-09 & Rs. 6.81 lacs is pending before Sales Tax Deptt. Agra & Rs.
3.46 lacs is pending before Sales Tax Deptt. Jhansi (U.P.) for the year
2013-14. Further appeals are pending related Entry Tax before M.P.
Commercial Tax Appellate Board, Bhopal for Rs. 50.47 lacs related to
the year 2004-05 & appeals are pending for Rs. 5.20 lacs & Rs. 18.68
lacs for the year 2004-05 & 2005-06 respectively under MPCT Act.
1.10 The Company does not have accumulated losses. The Company has not
incurred cash losses during the Financial Year covered by our audit and
in the immediately preceding Financial Year.
1.11 In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions and Banks during the year.
1.12 According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of Shares, Debentures and other Securities.
1.13 In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual
Benefit Fund / Society. Therefore, the provisions of Clause 4(xiii) of
the Companies (Auditor''s Report) Order, 2003 are not applicable to the
Company.
1.14 In our opinion, the Company is not dealing in or trading in
Shares, Securities, Debentures and other Investments. Accordingly, the
provisions of Clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 are not applicable to the Company.
1.15 In our opinion and according to the information and explanations
given to us and the representations made by the management, the Company
has given guarantee for loans taken by Associate from banks or
financial institution. In our opinion, the terms and condition on which
the Company has given guarantee are not prima facie prejudicial to the
interest of the Company.
1.16 In our opinion the Term Loans taken by the Company have been
applied for the purposes for which the Loans were obtained.
1.17 On the basis of an overall examination of the Balance Sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short term
basis which have been used for long term investment.
1.18 The Company has not made any preferential allotment of shares to
parties and Companies covered in the register maintained Section 301 of
the Act during the year. Accordingly the provisions of the clause
4(xviii) of the order are not applicable to the Company.
1.19 The Company has not issued any Debentures, hence the provisions of
Clause 4(xix) are not applicable to the Company.
1.20 During the Financial Year, Company has not raised any money by
public issues.
1.21 To the best of our knowledge and belief and according to the
information and explanation given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Manoj Khatri & Company
Chartered Accountants
FRN-011546C
Place : Indore CA Ashish Jain
Dated : 30.05.2014 (Partner)
Membership No. 403161
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of NATIONAL STEEL
AND AGRO INDUSTRIES LIMITED ("the Company") which comprise the Balance
Sheet as at March 31, 2013, the Statement of Profit and Loss Account
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.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors'' judgement, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers Internal Control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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, 2013;
b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date;
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date;
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order'') issued by the Central Government of India in terms of Section
227(4A) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that :
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) in our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) in our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
referred to in Section 211(3C) of the Act;
e) On the basis of the written representations received from the
Directors as on March 31, 2013, 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.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in paragraph (1) of our report of even date)
1.1 (a) In respect of fixed assets, the Company has maintained proper
records showing full particulars including quantitative details and
situation of fixed assets.
(b) The fixed assets have been physically verified by the management,
in accordance with the programme of verification adopted by the
Company. In our opinion, the frequency of verification is reasonable
having regard to the size of the Company and the nature of its Assets.
To the best of our knowledge, no material discrepancies have been
noticed on such verification.
(c) During the year, in our opinion, no substantial part of fixed
assets has been disposed off by the Company.
1.2 (a) As explained to us, the inventory of the Company has been
physically verified during the year by the management. In respect of
materials lying with third parties these have been confirmed by them.
In our opinion the frequency of the verification is reasonable.
(b) According to the information and explanations given to us, in our
opinion, the procedures of physical verification of stocks followed by
the management are reasonable and adequate in relation of the size of
the Company and the nature of its business.
(c) In our opinion and information and explanations given to us, the
Company is maintaining proper records of inventory and the
discrepancies noticed on verification between the physical stocks and
book records were not material, having regard to the size of the
operations of the Company.
1.3 (a) The Company has not taken any loans, secured or unsecured, from
the Companies, Firms or other parties covered in the register
maintained under Section 301 of the Companies Act, 1956. The Company
has not granted any loans, secured or unsecured, to Companies, Firms or
other parties covered in the Register maintained under Section 301 of
the Companies Act, 1956. (b) Other provisions of the clause are not
applicable, hence not commented upon.
1.4 In our opinion and according to the information and explanations
given to us, there are adequate Internal Control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods & services. During the course of our audit,
we have not observed any continuing failure to correct major weaknesses
in Internal Controls.
1.5 (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered, if any, in the
Register required to be maintained under that Section. (b) In our
opinion and according to the information and explanations given to us,
transactions made in pursuance of contracts or arrangements entered, if
any, in the Register maintained under Section 301 of the Companies Act,
1956 and exceeding the value of Rupee Five Lacs in respect of any party
during the year have been made at prices which are prima facie
reasonable, having regard to prevailing market prices at the relevant
time where such market prices are available.
1.6 In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public to
which the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA or any other relevant provisions of
the Act and the Companies (Acceptance of Deposits) Rules, 1975 apply.
1.7 The Company has an Internal Audit System which in our opinion is
adequate and commensurate with the size of the Company and nature of
its business.
1.8 We have broadly reviewed the books of account and records in
respect of manufacturing of Cold Rolled, GP/GC, Coated Coils/Sheets
maintained by the Company pursuant to the Rules made by the Central
Government for the maintenance of Cost Records under Section 209(1)(d)
of the Companies Act 1956.
We are of the opinion that prima facie the prescribed accounts and
records have been maintained. However, we have not made a detailed
examination of such accounts and records with a view to determine
whether they are accurate or complete.
1.9 (a) According to the information and explanations given to us, the
Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues applicable to it. (b) According to the
information and explanations given to us, disputed dues in respect of
UP Entry Tax aggregating to " 142.80 lacs pending before Supreme Court
of India (Joint Commissioner (Appeals) Commercial Tax, Ghaziabad) for
the period 2009-10 & 2010-11. Further Entry Tax Appeal pending before
M.P. Commercial Tax Appellate Board, Bhopal for " 50.47 lacs for the
year 2004-05 & under MPCT Act the appeal is pending for " 5.20 lacs & "
18.68 lacs for 2004- 05 & 2005-06 respectively.
1.10 The Company does not have accumulated losses. The Company has not
incurred cash losses during the Financial Year covered by our audit and
in the immediately preceding Financial Year.
1.11 In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions and Banks during the year.
1.12 According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of Shares, Debentures and other Securities.
1.13 In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual
Benefit Fund / Society. Therefore, the provisions of Clause 4(xiii) of
the Companies (Auditor''s Report) Order, 2003 are not applicable to the
Company.
1.14 In our opinion, the Company is not dealing in or trading in
Shares, Securities, Debentures and other Investments. Accordingly, the
provisions of Clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 are not applicable to the Company.
1.15 In our opinion, the Company has not given any guarantee for the
loans taken by the others from Banks or Financial Institutions during
the year, the terms and conditions whereof are prejudicial to the
interest of the Company.
1.16 In our opinion the Term Loans taken by the Company have been
applied for the purposes for which the Loans were obtained.
1.17 On the basis of an overall examination of the Balance Sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short term
basis which have been used for long term investment.
1.18 The Company has not made any preferential allotment of shares to
parties and Companies covered in the register maintained Section 301 of
the Act during the year. Accordingly the provisions of the clause
4(xviii) of the order are not applicable to the Company.
1.19 The Company has not issued any Debentures, hence the provisions of
Clause 4(xix) are not applicable to the Company.
1.20 During the Financial Year, Company has not raised any money by
public issues.
1.21 To the best of our knowledge and belief and according to the
information and explanation given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Manoj Khatri & Company
Chartered Accountants
FRN-011546C
Place : Indore CA Ashish Jain
Dated : 30.05.2013 (Partner)
Membership No. 403161
Mar 31, 2012
1. We have audited the attached Balance Sheet of NATIONAL STEEL AND
AGRO INDUSTRIES LIMITED as at March 31, 2012 and also the Profit and
Loss Account and the Cash Flow Statement for the year ended on that
date both annexed thereto. These Financial Statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these Financial Statements based on our audit.
2. We conducted our audit in accordance with 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 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 to the extent applicable.
4. Further to our comments in the Annexure referred to in paragraph 3
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 purposes of our
audit;
ii) 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;
iii) the Balance Sheet, Profit and 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 dealt with by this report comply with the Accounting
Standards referred to in Sub-Section (3C) of Section 211 of the
Companies Act, 1956;
v) on the basis of written representations received from the Directors,
as on March 31, 2012 and taken on record by the Board of Directors, we
report that none of the Directors is disqualified as on March 31, 2012
from being appointed as a Director in terms of Clause (g) of
Sub-Section (1) of Section 274 of the Companies Act, 1956; and
vi) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
(b) in the case of the Profit and Loss Account, of the profit 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)
3.1 (a) In respect of fixed assets, the Company has maintained proper
records showing full particulars including quantitative details and
situation of fixed assets.
(b) The fixed assets have been physically verified by the management,
in accordance with the programme of verification adopted by the
Company. In our opinion, the frequency of verification is reasonable
having regard to the size of the Company and the nature of its Assets.
To the best of our knowledge, no material discrepancies have been
noticed on such verification.
(c) During the year, in our opinion, no substantial part of fixed
assets has been disposed off by the Company.
3.2 (a) As explained to us, the inventory of the Company has been
physically verified during the year by the management. In respect of
materials lying with third parties these have been confirmed by them.
In our opinion the frequency of the verification is reasonable.
(b) According to the information and explanations given to us, in our
opinion, the procedures of physical verification of stocks followed by
the management are reasonable and adequate in relation of the size of
the Company and the nature of its business.
(c) In our opinion and information and explanations given to us, the
Company is maintaining proper records of inventory and the
discrepancies noticed on verification between the physical stocks and
book records were not material, having regard to the size of the
operations of the Company.
3.3 (a) The Company has not taken any loans, secured or unsecured, from
the Companies, Firms or other parties covered in the register
maintained under Section 301 of the Companies Act, 1956. The Company
has not granted any loans, secured or unsecured, to Companies, Firms or
other parties covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(b) Other provisions of the clause are not applicable, hence not
commented upon.
3.4 In our opinion and according to the information and explanations
given to us, there are adequate Internal Control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods & services. During the course of our audit,
we have not observed any continuing failure to correct major weaknesses
in Internal Controls.
3.5 (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered, if any, in the
Register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations
given to us, transactions made in pursuance of contracts or
arrangements entered, if any, in the Register maintained under Section
301 of the Companies Act, 1956 and exceeding the value of Rupee Five
Lacs in respect of any party during the year have been made at prices
which are prima facie reasonable, having regard to prevailing market
prices at the relevant time where such market prices are available.
3.6 In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public to
which the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA or any other relevant provisions of
the Act and the Companies (Acceptance of Deposits) Rules, 1975 apply.
3.7 The Company has an Internal Audit System which in our opinion is
adequate and commensurate with the size of the Company and nature of
its business.
3.8 We have broadly reviewed the books of account and records in
respect of manufacturing of Cold Rolled, GP/GC, Coated Coils/Sheets
maintained by the Company pursuant to the Rules made by the Central
Government for the maintenance of Cost Records under Section 209(1)(d)
of the Companies Act 1956.
We are of the opinion that prima facie the prescribed accounts and
records have been maintained. However, we have not made a detailed
examination of such accounts and records with a view to determine
whether they are accurate or complete.
3.9 (a) According to the information and explanations given to us, the
Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues applicable to it.
(b) According to the information and explanations given to us, disputed
dues in respect of UP Entry Tax aggregating to 143.43 lacs pending
before The Joint Commissioner (Appeals) Commercial Tax, Gaziabad &
Appeal at Supreme Court pertaining to period 2009-10 & 2010-11.
Further in NSAIL, Indore the Entry Tax Appeal pending before M.P.
Commercial Tax Appellate Board, Bhopal for 50.47 lacs for the year
2004-05 & under MPCT Act the appeal is pending for Rs. 23.88 lacs for
2004-05 & 2005-06 respectively.
3.10 The Company does not have accumulated losses. The Company has not
incurred cash losses during the Financial Year covered by our audit and
in the immediately preceding Financial Year.
3.11 In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions and Banks during the year.
3.12 According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of Shares, Debentures and other Securities.
3.13 In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual
Benefit Fund / Society. Therefore, the provisions of Clause 4(xiii) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the
Company.
3.14 In our opinion, the Company is not dealing in or trading in
Shares, Securities, Debentures and other Investments. Accordingly, the
provisions of Clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 are not applicable to the Company.
3.15 In our opinion, the Company has not given any guarantee for the
loans taken by the others from Banks or Financial Institutions during
the years, the terms and conditions whereof are prejudicial to the
interest of the Company.
3.16 In our opinion the Term Loans taken by the Company have been
applied for the purposes for which the Loans were obtained.
3.17 On the basis of an overall examination of the Balance Sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short term
basis which have been used for long term investment.
3.18 The Company has not issued any Debentures, hence the provisions of
Clause 4(xix) are not applicable to the Company.
3.19 During the Financial Year, the Company has not raised any money by
public issues.
3.20 To the best of our knowledge and belief and according to the
information and explanation given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Manoj Khatri & Company
Chartered Accountants
FRN-011546C
Place : Indore CA Ashish Jain
Dated : 30.05.2012 (Partner)
Membership No. 403161
Mar 31, 2011
1. We have audited the attached Balance Sheet of NATIONAL STEEL AND
AGRO INDUSTRIES LIMITED as at March 31, 2011 and also the Profit and
Loss Account and the Cash Flow Statement for the year ended on that
date both annexed thereto. These Financial Statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these Financial Statements based on our audit.
2. We conducted our audit in accordance with 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 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 to the extent applicable.
4. Further to our comments in the Annexure referred to in paragraph 3
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 purposes of our
audit;
ii) 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;
iii) the Balance Sheet, Profit and 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 dealt with by this report comply with the Accounting
Standards referred to in Sub-Section (3C) of Section 211 of the
Companies Act, 1956;
v) on the basis of written representations received from the Directors,
as on March 31, 2011 and taken on record by the Board of Directors, we
report that none of the Directors is disqualified as on March 31, 2011
from being appointed as a Director in terms of Clause (g) of
Sub-Section (1) of Section 274 of the Companies Act, 1956; and
vi) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
(b) in the case of the Profit and Loss Account, of the profit 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)
3.1 (a) In respect of fixed assets, the Company has maintained proper
records showing full particulars including quantitative details and
situation of fixed assets.
(b) The fixed assets have been physically verified by the management,
in accordance with the programme of verification adopted by the
Company. In our opinion, the frequency of verification is reasonable
having regard to the size of the Company and the nature of its Assets.
To the best of our knowledge no material discrepancies have been
noticed on such verification.
(c) During the year, in our opinion, no substantial part of fixed
assets has been disposed off by the Company.
3.2 (a) As explained to us, the inventory of the Company has been
physically verified during the year by the management. In respect of
materials lying with third parties these have been confirmed by them.
In our opinion the frequency of the verification is reasonable.
(b) According to the information and explanations given to us, in our
opinion, the procedures of physical verification of stocks followed by
the management are reasonable and adequate in relation of the size of
the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory and
the discrepancies noticed on verification between the physical stocks
and book records were not material, having regard to the size of the
operations of the Company.
3.3 (a) The Company has not taken any loans, secured or unsecured, from
the Companies, Firms or other parties covered in the register
maintained under Section 301 of the Companies Act, 1956. The Company
has not granted any loans, secured or unsecured, to Companies, Firms or
other parties covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(b) Other provisions of the clause are not applicable, hence not
commented upon.
3.4 In our opinion and according to the information and explanations
given to us, there are adequate Internal Control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods & services. During the course of our audit,
we have not observed any continuing failure to correct major weaknesses
in Internal Controls.
3.5 (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered, if any, in the
Register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations
given to us, transactions made in pursuance of contracts or
arrangements entered, if any, in the Register maintained under Section
301 of the Companies Act, 1956 and exceeding the value of Rupee Five
Lacs in respect of any party during the year have been made at prices
which are prima facie reasonable, having regard to prevailing market
prices at the relevant time where such market prices are available.
3.6 In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public to
which the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA or any other relevant provisions of
the Act and the Companies (Acceptance of Deposits) Rules, 1975 apply.
3.7 The Company has an Internal Audit System which in our opinion is
adequate and commensurate with the size of the Company and nature of
its business.
3.8 We have broadly reviewed the books of account and records in
respect of manufacturing of Cold Rolled, GP/GC, Coated Coils/Sheets
maintained by the Company pursuant to the Rules made by the Central
Government for the maintenance of Cost Records under Section 209(1)(d)
of the Companies Act 1956.
We are of the opinion that prima facie the prescribed accounts and
records have been maintained. However, we have not made a detailed
examination of such accounts and records with a view to determine
whether they are accurate or complete.
3.9 (a) According to the information and explanations given to us, the
Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues applicable to it.
(b) According to the information and explanations given to us, disputed
dues in respect of UP VAT Act aggregating to Rs. 13.10 lacs pending
before The Joint Commissioner (Appeals) Commercial Tax, Gaziabad
pertaining to period 2008-09 and 2009-10. In respect of Entry Tax
aggregating to Rs. 136.76 lacs are pending before Dy. Commissioner
Commercial Tax (Appeals), Bhopal pertaining to period 2004-05 and
2007-08 & Rs. 23.88 lacs related with State case are pending at MP
Commercial Tax Appellate Board, Bhopal pertaining to period 2004-05 &
2005-06.
3.10 The Company does not have accumulated losses. The Company has not
incurred cash losses during the Financial Year covered by our audit and
in the immediately preceding Financial Year.
3.11 In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions and Banks during the year.
3.12 According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of Shares, Debentures and other Securities.
3.13 In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual
Benefit Fund / Society. Therefore, the provisions of Clause 4(xiii) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the
Company.
3.14 In our opinion, the Company is not dealing in or trading in
Shares, Securities, Debentures and other Investments. Accordingly, the
provisions of Clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 are not applicable to the Company.
3.15 In our opinion, the Company has not given any guarantee for the
loans taken by the others from Banks or Financial Institutions during
the year, the terms and conditions whereof are prejudicial to the
interest of the Company.
3.16 In our opinion the Term Loans taken by the Company have been
applied for the purposes for which the Loans were obtained.
3.17 On the basis of an overall examination of the Balance Sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short term
basis which have been used for long term investment.
3.18 The Company has made preferential issue of 1,18,97,058 equity
shares of Rs. 10/- each at a premium of Rs. 13.65 per share upon
conversion of 1,18,97,058 share warrants to promoters and other
entities in pursuance of the provisions of the Securities and Exchange
Board of India (SEBI) (Issue of Capital and Disclosure Requirements)
Regulations, 2009.
3.19 The Company has not issued any Debentures, hence the provisions of
Clause 4(xix) are not applicable to the Company.
3.20 During the Financial Year, the Company has not raised any money by
public issues.
3.21 To the best of our knowledge and belief and according to the
information and explanation given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Manoj Khatri & Company
Chartered Accountants
FRN-011546C
CA Ashish Jain
(Partner)
Membership No. 403161
Place : Indore
Dated : 29.05.2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of NATIONAL STEEL AND
AGRO INDUSTRIES LIMITED as at March 31, 2010 and also the Profit and
Loss Account and the Cash Flow Statement for the year ended on that
date both 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 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 to the extent applicable.
4. Further to our comments in the Annexure referred to in paragraph 3
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 purposes of our audit;
ii) 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;
iii) the Balance Sheet, Profit and 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 dealt with by this report comply with the Accounting
Standards referred to in Sub-Section (3C) of Section 211 of the
Companies Act, 1956;
v) on the basis of written representations received from the Directors,
as on March 31, 2010 and taken on record by the Board of Directors, we
report that none of the Directors is disqualified as on March 31,2010
from being appointed as a Director in terms of Clause (g) of
Sub-Section (1) of Section 274 of the Companies Act, 1956; and
vi) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
(b) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
(c) 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)
3.1 (a) In respect of fixed assets, the Company has maintained proper
records showing full particulars
including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management,
in accordance with the programme of verification adopted by the
Company. In our opinion, the frequency of verification is reasonable
having regard to the size of the Company and the nature of its Assets.
To the best of our knowledge no material discrepancies have been
noticed on such verification.
(c) During the year, in our opinion, no substantial part of fixed
assets has been disposed off by the Company.
3.2 (a) As explained to us, the inventory of the Company has been
physically verified during the year
by the management. In respect of materials lying with third parties
these have been confirmed by them. In our opinion the frequency of the
verification is reasonable.
(b) According to the information and explanations given to us, in our
opinion, the procedures of physical verification of stocks followed by
the management are reasonable and adequate in relation of the size of
the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory and
the discrepancies noticed on verification between the physical stocks
and book records were not material, having regard to the size of the
operations of the Company.
3.3 (a) The Company has not taken any loans, secured or unsecured, from
the Companies, Firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956. The Company has not granted
any loans, secured or unsecured, to Companies, Firms or other parties
covered in the Register maintained under Section 301 of the Companies
Act, 1956.
(b) Other provisions of the clause are not applicable, hence not commented
upon.
3.4 In our opinion and according to the information and explanations
given to us, there are adequate Internal Control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods & services. During the course of our audit,
we have not observed any continuing failure to correct major weaknesses
in Internal Controls.
3.5 (a) In our opinion and according to the information and
explanations given to us, the particulars
of contracts or arrangements referred to in Section 301 of the Act have
been entered, if any, in the Register required to be maintained under
that Section. (b) In our opinion and according to the information and
explanations given to us, transactions made in pursuance of contracts
or arrangements entered, if any, in the Register maintained under
Section 301 of the Companies Act, 1956 and exceeding the value of Rupee
Five Lacs in respect of any party during the year have been made at
prices which are prima facie reasonable, having regard to prevailing
market prices at the relevant time where such market prices are
available.
3.6 In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public to
which the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA or any other relevant provisions of
the Act and the Companies (Acceptance of Deposits) Rules, 1975 apply.
3.7 The Company has an Internal Audit System which in our opinion is
adequate and commensurate with the size of the Company and nature of
its business.
3.8 We have broadly reviewed the books of account and records in
respect of manufacturing of Cold Rolled, GP/GC, Coated Coils/Sheets
maintained by the Company pursuant to the Rules made by the Central
Government for the maintenance of Cost Records under Section 209(1)(d)
of the Companies Act 1956.
We are of the opinion that prima facie the prescribed accounts and
records have been maintained. However, we have not made a detailed
examination of such accounts and records with a view to determine
whether they are accurate or complete.
3.9 (a) According to the information and explanations given to us, the
Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues applicable to it. (b) According to the
information and explanations given to us, disputed dues in respect of
Sales Tax aggregating to Rs. 45.04 lacs pending before The Dy.
Commissioner Commercial Tax (Appeals) pertaining to period 1995-07 and
Rs. 19.91 lacs pending before Dy. Commissioner (Appeals) Gaziabad
pertaining to period 2005-10. In respect of Entry Tax aggregating to
Rs.50.47 lacs are pending before High court and Dy. Commissioner
Commercial Tax (Appeals) pertaining to period 2004-05. Rs. 44.41 lacs
are pending before Commissioner of Income Tax (Appeals) Mumbai
pertaining to period 2000-04.
3.10 The Company does not have accumulated losses. The Company has not
incurred cash losses during the Financial Year covered by our audit and
there was cash loss in the immediately preceding Financial Year.
3.11 In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions and Banks during the year.
3.12 According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of Shares, Debentures and other Securities.
3.13 In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual
Benefit Fund / Society, therefore, the provisions of Clause 4(xiii) of
the Companies (Auditors Report) Order, 2003 are not applicable to the
Company.
3.14 In our opinion, the Company is not dealing in or trading in
Shares, Securities, Debentures and other Investments. Accordingly, the
provisions of Clause 4(xiv) of the Companies (Auditors Report) Order,
2003 are not applicable to the Company.
3.15 In our opinion, the Company has not given any guarantee for the
loans taken by the others from Banks or Financial Institutions during
the year, the terms and conditions whereof are prejudicial to the
interest of the Company.
3.16 In our opinion the Term Loans taken by the Company have been
applied for the purposes for which the Loans were obtained.
3.17 On the basis of an overall examination of the Balance Sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short term
basis which have been used for long term investment.
3.18 The Company has not made any preferential allotment of shares,
however the Company has issued warrants convertible into shares on
preferential basis to promoters and other entities in pursuance of the
provisions of the Securities and Exchange Board of India (SEBI) (issue
of capital and disclosure requirements) regulations, 2009.
3.19 The Company has not issued any Debentures, hence the provisions of
Clause 4(xix) are not applicable to the Company.
3.20 During the Financial Year, the Company has not raised any money by
public issues.
3.21 To the best of our knowledge and belief and according to the
information and explanation given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Manoj Khatri & Company
Chartered Accountants
FRN-011546C
Place : Indore CA Ashish Jain
Dated : 29.05.2010 (Partner)
Membership No. 403161