Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Oswal Greentech Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.
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 standalone Ind AS financial statements, that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of standalone the Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure 1â a statement on the matters specified in paragraphs 3 and 4 of the said 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 (including the Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â, and
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 40 to the standalone Ind AS financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE 1 TO THE INDEPENDENT AUDITORSâ REPORT
Referred to in our report of even date to the members of Oswal Greentech Limited on the standalone Ind AS financial statements for the year ended 31st March 2018, we report that:
(i) (a) In our opinion and according to the information and explanation given to us during the course of audit, the company has maintained proper records showing full particulars including quantitative details and situation of property, plant and equipment and investment properties.
(b) In our opinion and according to the information and explanation given to us during the course of audit, property, plant and equipment and investment properties have been physically verified by the management at reasonable interval having regard to the size of the company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.
(c) According to the information and explanations given to us and on the basis of records examined by us, the titled deeds of the immovable properties are held in the name of the company subject to following limitations:
Particulars of the Immovable Property |
Gross Block as at 31st March, 2018 (in Rs. Lakh) |
Net Block as at 31st March, 2018 (in Rs. Lakh) |
Remarks |
1) Immovable Property at Dewas, Madhya Pradesh |
4.64 |
4.64 |
Photocopy of the Original title deeds were provided. |
2) Immovable Property at Rishra, West Bengal |
101.50 |
101.19 |
Photocopy of the Original title deeds were provided. |
(ii) In our opinion and according to the information and explanations given to us, inventories have been physically verified by the management at reasonable intervals having regard to the size of the company and no material discrepancy was noticed on such verification as compared to book records.
(iii) In our opinion and according to the information and explanation given to us during the course of audit, 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. Therefore, sub clauses (a), (b) & (c) of paragraph 3(iii) the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanation given to us during the course of audit, the Company has complied with the provisions Section 185 and 186 of the Act in respect of loans and investments of the Company. Further, the company has not given any guarantee or security; accordingly, to this extent paragraph 3(iv) of the Order is not applicable.
(v) In terms of the books and records examined by us, we state that the Company has not accepted any deposit from the public in terms of section 73 to 76 of the Act and the rules framed thereunder.
(vi) In our opinion and according to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148 (1) of the Act. Therefore, paragraph 3(vi) of the Order is not applicable.
(vii) (a) According to the information and explanations given to us and the books and records examined by us, we state that the company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues as applicable. There are no outstanding statutory dues for more than six months from the date they became payable as on 31st March 2018 except Rs. 0.31 lakh in respect of Sales Tax, Uttrakhand and Rs. 2.5 lakh in respect of Trade Tax, Uttar Pradesh.
(b) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that there are no dues of income tax or sale tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute except disclosed as under:
Name of Statute |
Nature of Dues |
Disputed Liabilities ( Rs. in lakh) |
Period to which the amount relates |
Forum where the dispute is pending |
Central Sales Tax Act |
Central Sales Tax |
32.95 |
Financial Year 1998-1999 |
Commissioner of Commercial Taxes, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
21.93 |
Financial Year 1999-2000 |
Sales Tax Tribunal, Orissa |
Central Sales Tax Act |
Central Sales Tax |
4,849.53 (Excluding amount paid under protest Rs. 999.75 lakh) |
Financial Year 2004-2005 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
62.91 (Excluding amount paid under protest Rs. 80.00 lakh) |
Financial Year 2000-2001 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
329.85 |
Financial Year 2000-2001 |
Commissioner of Commercial Taxes, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
900.31 |
Financial Year 2001-2002 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
56.03 |
Financial Year 2002-2003 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
155.19 |
Financial Year 2001-02 |
Sales tax Tribunal, Cuttack, Orissa |
Rajasthan Sales Tax Act |
Sales Tax |
37.37 (Excluding amount paid under protest Rs. 1.97 lakh) |
Financial Year 2003-2004 |
Deputy Commissioner of Commercial Taxes (Appeals), Jaipur |
West Bengal VAT Rules, 2005 |
Central Sales Tax |
22.74 |
Financial Year 2005-2006 |
West Bengal Commercial Taxes Appellate & Revisional Board |
West Bengal VAT Rules, 2005 |
VAT |
0.37 |
Financial Year 2005-2006 |
West Bengal Commercial Taxes Appellate & Revisional Board |
(viii) The company does not have any loans or borrowing from any financial institution, bank, Government or debenture holders during the year. Accordingly, Paragraph 3(viii) of the Orders not applicable.
(ix) The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.
(x) According to the information and explanation given to us no fraud by the company or on the company, by its officers or employees has been noticed or reported during the course of our audit.
(xi) In our opinion and according to the information and explanation given to us during the course of audit, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.
(xii) In our opinion and according to the information and explanation given to us during the course of audit, the company is not a Nidhi company. Therefore, clause 3(xii) of the Order are not applicable.
(xiii) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that transactions with the related parties are in compliance with sections 177 & 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS standalone financial statements as required by the applicable accounting standards.
(xiv) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year.
(xv) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the Company has not entered into non- cash transaction with directors or persons connected with him. Therefore paragraph 3(xv) Order is not applicable.
(xvi) In our opinion and according to the information and explanation given to us during the course of audit, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
ANNEXURE 2 TO THE INDEPENDENT AUDITORSâ REPORT
Referred to in our report of even date to the members of Oswal Greentech Limited on the standalone Ind AS financial statements for the year ended 31st March, 2018
Report on the internal financial controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls with reference to financial statements of Oswal Greentech Limited (âthe Companyâ) as of 31st March, 2018 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for internal financial controls with reference to financial statements
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls with reference to financial statements based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls with reference to financial statements.
Meaning of internal financial controls with reference to financial statements
A Companyâs internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of internal financial controls with reference to financial statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2018, based on the internal controls over financial reporting criteria established by the Company considering the components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For Agarwal & Dhandhania
Chartered Accountants
Firm Registration No. 125756W
Place: New Delhi Sanjay Agarwal
Date: May 25, 2018 Partner
Membership No. 078579
Mar 31, 2017
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Oswal Greentech Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.
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 standalone Ind AS financial statements, that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of standalone the Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements. Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure 1â a statement on the matters specified in paragraphs 3 and 4 of the said 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 (including the Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â, and
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 42 to the standalone Ind AS financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management- Refer Note 53 to the standalone Ind AS financial statements.
ANNEXURE 1 TO THE INDEPENDENT AUDITORSâ REPORT
Referred to in our report of even date to the members of Oswal Greentech Limited on the standalone Ind AS financial statements for the year ended 31st March 2017, we report that:
(i) (a) In our opinion and according to the information and explanation given to us during the course of audit, the company has maintained proper records showing full particulars including quantitative details and situation of property, plant and equipment and investment properties.
(b) In our opinion and according to the information and explanation given to us during the course of audit, property, plant and equipment and investment properties have been physically verified by the management at reasonable interval having regard to the size of the company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.
(c) According to the information and explanations given to us and on the basis of records examined by us, the titled deeds of the immovable properties are held in the name of the company subject to following limitations:
Particulars of the Immovable Property |
Gross Block as at 31st March, 2017 (in Rs. Lakh) |
Net Block as at 31st March, 2017 (in Rs. Lakh) |
Remarks |
1) Immovable Property at Dewas, Madhya Pradesh |
4.64 |
4.64 |
Photocopy of the Original title deeds were provided. |
2) Immovable Property at Rishra, West Bengal |
101.49 |
101.28 |
(ii) In our opinion and according to the information and explanations given to us, inventories have been physically verified by the management at reasonable intervals having regard to the size of the company and no material discrepancy was noticed on such verification as compared to book records.
(iii) In our opinion and according to the information and explanation given to us during the course of audit, 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. Therefore, sub clauses (a), (b) & (c) of paragraph 3(iii) the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanation given to us during the course of audit, the Company has complied with the provisions Section 185 and 186 of the Act in respect of loans and investments of the Company. Further, the company has not given any guarantee or security; accordingly, to this extent paragraph 3(iv) of the Order is not applicable.
(v) In terms of the books and records examined by us, we state that the Company has not accepted any deposit from the public in terms of section 73 to 76 of the Act and the rules framed thereunder.
(vi) In our opinion and according to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148 (1) of the Act. Therefore, paragraph 3(vi) of the Order is not applicable.
(vii) (a) According to the information and explanations given to us and the books and records examined by us, we state that the company
is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues as applicable. There are no outstanding statutory dues for more than six months from the date they became payable as on 31st March 2017 except Rs.0.31 lakh in respect of Sales Tax, Uttrakhand and Rs.2.5 lakh in respect of Trade Tax, Uttar Pradesh..
(b) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that there are no dues of income tax or sale tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute except disclosed as under:
Name of Statute |
Nature of Dues |
Disputed Liabilities (Rs. in Lakh) |
Period to which the amount relates |
Forum where the dispute is pending |
Central Sales Tax Act |
Central Sales Tax |
32.95 |
Financial Year 1998-1999 |
Commissioner of Commercial Taxes, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
21.93 |
Financial Year 1999-2000 |
Sales Tax Tribunal, Orissa |
Central Sales Tax Act |
Central Sales Tax |
4,849.53 (Paid under protest Rs.999.75 lakh) |
Financial Year 2004-2005 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
62.91 (Paid under protest Rs.80.00 lakh) |
Financial Year 2000-2001 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
329.85 |
Financial Year 2000-2001 |
Commissioner of Commercial Taxes, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
900.31 |
Financial Year 2001-2002 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
55.70 |
Financial Year 2002-2003 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
155.19 |
Financial Year 2001-02 |
Sales tax Tribunal, Cuttack, Orissa |
Rajasthan Sales Tax Act |
Sales Tax |
37.37 (Paid under protest Rs.1.97 lakh) |
Financial Year 2003-2004 |
Deputy Commissioner of Commercial Taxes (Appeals), Jaipur |
Rajasthan Sales Tax Act |
Sales Tax |
2.48 (Paid under protest Rs.0.20 lakh) |
Financial Year 2001-2002 |
Central Sales tax Appellate Authority, Jaipur, Rajasthan |
Rajasthan Sales Tax Act |
Sales Tax |
55.75 (Paid under protest Rs.4.82 lakh) |
Financial Year 2002-2003 |
Central Sales tax Appellate Authority, Jaipur, Rajasthan |
West Bengal VAT Rules, 2005 |
Central Sales Tax |
22.74 |
Financial Year 2005-2006 |
West Bengal Commercial Taxes Appellate & Revisional Board |
West Bengal VAT Rules, 2005 |
VAT |
0.37 |
Financial Year 2005-2006 |
West Bengal Commercial Taxes Appellate & Revisional Board |
(viii) The company does not have any loans or borrowing from any financial institution, bank, Government or debenture holders during the year. Accordingly, Paragraph 3(viii) of the Orders not applicable.
(ix) The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.
(x) According to the information and explanation given to us no fraud by the company or on the company, by its officers or employees has been noticed or reported during the course of our audit.
(xi) In our opinion and according to the information and explanation given to us during the course of audit, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.
(xii) In our opinion and according to the information and explanation given to us during the course of audit, the company is not a Nidhi company. Therefore, clause 3(xii) of the Order are not applicable.
(xiii) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that transactions with the related parties are in compliance with sections 177 & 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS standalone financial statements as required by the applicable accounting standards.
(xiv) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year.
(xv) In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the Company has not entered into non- cash transaction with directors or persons connected with him. Therefore paragraph 3(xv) Order is not applicable.
(xvi) In our opinion and according to the information and explanation given to us during the course of audit, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
For T R Chadha & Co LLP
Chartered Accountants
(Firm Registration No -006711N/ N500028)
Surender Kumar
Place : New Delhi (Partner)
Date : 26th May, 2017 Membership No. 082982
Mar 31, 2016
To the members of Oswal Greentech Limited Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Oswal Greentech Limited (âthe Companyâ), which comprise the Balance Sheet as at 3151 March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matter stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 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 (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub section 11 of Section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in paragraph 3 and 4 of the said 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read Rule 7 of Companies (Accounts) Rule 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 directors 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 âAnnexure Bâ
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 3.27A to the standalone financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
The Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements, we report that:
i) a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
b) In our opinion and according to the information and explanation given to us, fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.
c) According to the information and explanations given to us and on the basis of records examined by us, the title deeds of the immovable properties are held in the name of the company subject to following limitations:
Particulars of the Immovable Property |
Gross Block as at 31st March, 2016 (in '' Lac) |
Net Block as at 31st March, 2016 (in '' Lac) |
Remarks |
1) Immovable Property at Dewas, Madhya Pradesh |
4.64 |
4.64 |
Photocopy of the Original title |
2) Immovale Property at Rishra, West Bengal |
103.63 |
100.79 |
deeds were provided. |
1) Leasehold Land at Mandideep, Madhya Pradesh |
0.82 |
0.59 |
Lease deed is pending execution in the name of the company |
ii) In our opinion and according to the information and explanation given to us, inventories have been physically verified by the management at reasonable intervals having regard to the size of the company and no material discrepancy was noticed on such verification as compared to book records.
iii) The Company has granted interest free unsecured loan to one party covered in the register maintained under section 189 of the Act.
a) The loan is granted as per Employees'' loan policy. Accordingly, the terms and conditions of the loan are not prejudicial to the company''s interest;
b) The borrower has been regular in the payment of principal as stipulated;
c) There is no overdue amount in respect of the loan granted to a party listed in the register maintained under Section 189 of the Act.
iv) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 185 and Section 186 of the Act in respect of loans and investments of the company. Further, the company has not given any guarantees and security; accordingly, to this extent Paragraph 3(iv) of the order is not applicable.
v) In terms of the books and records examined by us, we state that the company has not accepted any deposit from the public in terms of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under.
vi) In our opinion and according to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148 (1) of the Act. Therefore, paragraph 3(vi) of the Order is not applicable.
vii) a) According to the information and explanations given to us and the books and records examined by us, we state that the company
is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues as applicable. There are no outstanding statutory dues for more than six months from the date they became payable as on 31st March, 2016 except '' 0.31 Lac in respect of Sales Tax, Uttrakhand and '' 2.5 Lac in respect of Trade Tax, Uttar Pradesh.
b) According to the information and explanations given to us, there are no dues of income tax or sale tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute except disclosed as under:
Name of Statute |
Nature of Dues |
Disputed Liabilities (? in Lac) |
Period to which the amount relates |
Forum where the dispute is pending |
Central Sales Tax Act |
Central Sales Tax |
32.95 |
Financial Year 1998-1999 |
Commissioner of Commercial Taxes, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
21.93 |
Financial Year 1999-2000 |
Orissa Sales Tax Tribunal, Orissa |
Central Sales Tax Act |
Central Sales Tax |
4,849.53 |
Financial Year 2004-2005 |
Orissa Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
44.50 |
Financial Year 2000-2001 |
Assistant Commissioner of Sales Tax, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
329.85 |
Financial Year 2000-2001 |
Commissioner of Commercial Taxes, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
900.31 |
Financial Year 2001-2002 |
Sales Tax Tribunal, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
56.03 |
Financial Year 2002-2003 |
Assistant Commissioner of Sales Tax, Cuttack, Orissa |
Orissa Sales Tax Act, 1947 |
Sales Tax |
155.19 |
Financial Year 2001-2002 |
Sales tax Tribunal, Cuttack, Orissa |
Name of Statute |
Nature of Dues |
Disputed Liabilities (? in Lac) |
Period to which the amount relates |
Forum where the dispute is pending |
Rajasthan Sales Tax Act |
Sales Tax |
37.37 |
Financial Year 2003-2004 |
Deputy Commissioner of Commercial Taxes (Appeals), Jaipur |
Rajasthan Sales Tax Act |
Sales Tax |
1.54 |
Financial Year 2001-2002 |
Deputy Commissioner of Commercial Taxes (Appeals), Jaipur |
Rajasthan Sales Tax Act |
Sales Tax |
34.33 |
Financial Year 2002-2003 |
Deputy Commissioner of Commercial Taxes (Appeals), Jaipur |
West Bengal VAT Rules, 2005 |
Central Sales Tax |
22.74 |
Financial Year 2005-2006 |
West Bengal Commercial Taxes Appellate & Provisional Board |
West Bengal VAT Rules, 2005 |
VAT |
0.37 |
Financial Year 2005-2006 |
West Bengal Commercial Taxes Appellate & Revision Board |
UP Trade Tax Act, 1948 |
Trade Tax |
1,547.80 |
Financial Year 2005-2006 |
Supreme Court |
viii) The company does not have any loans or borrowing from any financial institution, bank, Government or debenture holders during the year. Accordingly, Paragraph 3(viii) of the Order is not applicable.
ix) The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, Paragraph 3(ix) of the Order is not applicable.
x) According to the information and explanation given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.
xi) According to the information and explanation given to us and based on our examination of the records of the company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.
xii) In our opinion and according to the information and explanation given to us, the company is not a Nidhi company. Accordingly, Paragraph 3(xii) of the Order is not applicable.
xiii) According to the information and explanations given to us based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 & 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv) According to the information and explanations given to us and based on the examination of the records of the Company, the company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year.
xv) According to the information and explanations given to us and based on the examination of the records of the Company, the Company has not entered into non- cash transaction with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Actâ)
We have audited the internal financial controls over financial reporting of Oswal Greentech Limited (âthe Companyâ) as of 31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
For T R Chadha & Co LLP
Chartered Accountants
(Firm Registration No. 006711N/N500028)
Surender Kumar
Place: New Delhi Partner
Date : May 30, 2016 Membership Number: 082982
Mar 31, 2015
We have audited the accompanying financial statements of Oswal
Greentech Limited ("the Company"), which comprises the Balance Sheet as
at March 31, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies(Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of 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 misstatements, whether due to fraud or
error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
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, Statement of Profit and Loss, and 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 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 March 31, 2015, from being
appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements as on March 31,2015 -
Refer Note 2.29 to the financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts, for which there were any material foreseeable
losses.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act,1956 (1 of 1956) and rules made
thereunder.
[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' section of our report of even date]
1. In respect of the fixed assets of the Company :
(a) The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The management has physically verified the fixed assets at
reasonable intervals. No material discrepancies were noticed on such
verification.
2. In respect of the inventories of the Company:
(a) As explained to us, inventories have been physically verified by
the management at regular intervals. In our opinion, the frequency of
such physical verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory. No
material discrepancies were noticed on physical verification of the
same.
3. (a) The Company has granted unsecured loan to a party in the
register maintained under section 189 of the Companies Act, 2013;
(b) the receipt of the principal amount and interest are also regular;
and
(c) the overdue amount is not more than rupees one lakh, clause
3(iii)(b) of the Order not applicable to the company.
4. 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 regard
to the purchase of inventory, fixed assets and with regard to the sale
of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in the
internal control systems of the Company.
5. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
during the year and does not have any unclaimed deposits. Accordingly,
the provisions of Clause 3 (v) of the Order are not applicable to the
Company.
6. The maintenance of cost records under sub- section (1) of Section
148 of the Companies Act, 2013 is not applicable to the company.
Accordingly, the provisions of Clause 3 (vi) of the Order are not
applicable to the Company.
7. (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 generally regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Sales
Tax, Wealth Tax, Service tax, duty of customs, duty of excise, value
added tax, cess and any other statutory dues applicable to it with
appropriate authorities. There were no arrears of undisputed statutory
dues as at March 31, 2015, which were outstanding for a period of more
than six months from the date they became payable except Rs.2.50 Lacs
towards sales tax.
(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, wealth tax, Service Tax, duty of customs, duty
of excise, Value added tax and cess as at March 31, 2015 which have not
been deposited on account of any dispute is as follows:
Name of Statute Nature of Disputed Period to
Dues Liabilities which the
(Rs. in Lacs) amount
relates
Central Sales Central 32.95 Financial Year
Tax Act Sales Tax 1998-1999
Orissa Sales Sales Tax 21.93 Financial Year
Tax Act, 1947 1999-2000
Central Sales Central 4,849.53 Financial Year
Tax Act Sales Tax 2004-2005
Orissa Sales Tax Sales Tax 44.50 Financial Year
Act, 1947 2000-2001
Orissa Sales Tax Sales Tax 329.85 Financial Year
Act, 1947 2000-2001
Orissa Sales Tax Sales Tax 900.31 Financial Year
Act, 1947 2001-2002
Orissa Sales Tax Sales Tax 56.03 Financial Year
Act, 1947 2002-2003
Orissa Sales Tax Sales Tax 155.19 Financial Year
Act, 1947 2001-02
Rajasthan Sales Sales Tax 37.37 Financial Year
Tax Act 2003-2004
Rajasthan Sales Sales Tax 1.54 Financial Year
Tax Act 2001-2002
Rajasthan Sales Sales Tax 34.33 Financial Year
Tax Act 2002-2003
West Bengal VAT Central 22.74 Financial Year
Rules, 2005 Sales Tax 2005-2006
West Bengal VAT VAT 0.37 Financial Year
Rules, 2005 2005-2006
Name of Statute Nature of Forum where the
Dues dispute is pending
Central Sales Central Commissioner of
Tax Act Sales Tax Commercial Taxes,
Cuttack, Orissa
Orissa Sales Sales Tax Orissa Sales Tax
Tax Act, 1947 Tribunal, Orissa
Central Sales Central Orissa Sales Tax
Tax Act Sales Tax Tribunal, Cuttack,
Orissa
Orissa Sales Tax Sales Tax Assistant Commissioner
Act, 1947 of Sales Tax,
Cuttack , Orissa
Orissa Sales Tax Sales Tax Commissioner of Orissa
Act, 1947 Commercial Taxes,
Orissa Sales Tax Sales Tax Sales Tax Tribunal,
Act, 1947 Cuttack, Orissa
Orissa Sales Tax Sales Tax Assistant Commissioner
Act, 1947 of Sales Tax, Cuttack,
Orissa
Orissa Sales Tax Sales Tax Deputy Commissioner
Act, 1947 of sales Tax,
Jagatsinghpur,
Paradeep
Rajasthan Sales Sales Tax Deputy Commissioner
Tax Act of Commercial Taxes
(Appeals), Jaipur
Rajasthan Sales Sales Tax Deputy Commissioner
Tax Act of Commercial Taxes
(Appeals), Jaipur
Rajasthan Sales Sales Tax Deputy Commissioner
Tax Act of Commercial Taxes
(Appeals), Jaipur
West Bengal VAT Central West Bengal Commercial
Rules, 2005 Sales Tax Taxes Appellate
& Revisional Board
West Bengal VAT VAT West Bengal Commercial
Rules, 2005 Taxes Appellate
& Revisional Board
(c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act,1956 (1 of 1956) and rules made
thereunder.
8. The accumulated losses of the Company as at March 31, 2015 are not
more than fifty percent of its net worth. The company has not incurred
cash losses during the financial year and in the immediately preceding
financial year.
9. According to the information and explanation given to us, the
Company does not have any loan from any financial institution and banks
and has not issued any debentures. Accordingly the provisions of the
clause 3 (ix) of the order are not applicable to the Company.
10. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year. Therefore,
the provisions of clause 3 (x) of the order are not applicable to the
Company.
11. According to the information and explanation given to us, the
Company has not obtained any term loans during the year. Therefore, the
provisions of clause 3 (xi) of the order are not applicable to the
Company.
12. To the best of our knowledge and belief and according to the
information and explanations given to us by the management, no fraud on
or by the Company has been noticed or reported during the year.
For T.R. Chadha & Co.
Chartered Accountants
(Firm Registration No. 006711N)
Surender Kumar
Place: New Delhi Partner
Date : May 28, 2015 Membership Number: 082982
Mar 31, 2014
We have audited the accompanying financial statements of "Oswal
Greentech Limited" ("the Company"), which comprises the balance sheet
as at 31st March 2014, the statement of profit and loss and cash flow
statement of the Company 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 Standards notified under the Companies Act, 1956 read
with the General Circular 15/2013 dated 13th September, 2013 of the
Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013. 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 entity''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 31 March 2014;
(b) in the case of the statement of profit and loss, 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.
Report on Other Legal and Regulatory Requirements
1. 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, statement of profit and 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 notified under
the Companies Act, 1956 read with the General Circular 15/2013 dated
13th September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013;
2. 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 of India
(the ''Act'') and on the basis of such checks of 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 as statement on
the matters specified in paragraphs 4 and 5 of the said Order.
3. On the basis of the written representations received from the
directors, as at 31st March, 2014, and taken on record by the Board of
Directors, we report that none of the directors is disqualified from
being appointed as a director under section 274(1) (g) of the Companies
Act, 1956.
ANNEXURE TO AUDITORS'' REPORT
[Referred in paragraph 2 of Report on Other Legal and Regulatory
Requirements of even date]
i) a) The Company has maintained proper records other than plant &
machinery and furniture & fixtures for closed units to show full
particulars including quantitative details and situation of its fixed
assets.
b) According to the explanations given to us, all the fixed assets
other than plant & machinery and furniture & fixtures for closed units
have been verified by the management at the year end, which in our
opinion is considered reasonable having regard to the size of the
company and the nature of its business and no material discrepancy was
noticed on such verification as compared to book records.
c) The Fixed assets disposed off during the year, in our opinion and
according to the information and explanations given to us, do not
constitute a substantial part of fixed assets of the Company and such
disposal has, in our opinion, not affected the going concern status of
the Company.
ii) a) As explained to us, the inventories were physically verified
during the year by the management at the reasonable intervals.
b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) In our opinion and according to the information and explanation
given to us, the Company is maintaining proper records of inventory.
No material discrepancy has been noticed on physical verification of
inventory as compared to book records.
iii) According to the information and explanation given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to or from the companies, firms or other parties listed in the register
maintained under section 301 of the ''Act''. Accordingly, the provisions
of the clause 4 (iii) of the Order are not applicable to the Company.
iv) In our opinion and according to the information and explanations
given to us, in general, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and for the
sale of goods and services. Further, on the basis of our examination of
the books and records of the Company, and according to the information
and explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses, if any,
in the aforesaid internal control procedures.
v) a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered into the register
in pursuance of Section 301 of the ''Act'', have been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions made in pursuance of contracts
or arrangements be entered into the register pursuance of section 301
of the ''Act'' and exceeding the value of rupees five lacs in respect of
any party during the year, which have been made at prices which are not
reasonable having regard to the prevailing market prices at the
relevant time.
vi) According to the information and explanation given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
Sections 58A and 58AA of the Act and the Rules framed there under are
applicable.
vii) In our opinion, the Company''s present internal audit system is
generally commensurate with its size and nature of its business.
viii) The company is not engaged in any manufacturing or other activity
requiring maintenance of cost records U/s 209(1)(d) of the Companies
Act, 1956.
ix) 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 generally regular in depositing undisputed statutory dues,
including Provident Fund, Investor Education And Protection Fund,
Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess and other material statutory dues
as applicable, with the appropriate authorities. According to the
information and explanations given to us, there are no undisputed
amounts payable in respect of such statutory dues which have remained
outstanding as at 31st March 2014 for a period of more than six months
from the date they became payable. b) According to the information and
explanations given to us, there are no material dues of income tax,
service tax, customs duty, wealth tax, excise duty and cess which have
not been deposited with the appropriate authorities on account of any
dispute. However according to the information and explanations given
to us, the following dues of Sales tax have not been deposited by the
Company on account of a dispute:
Name of Statute Nature of Dues Disputed
Liabilities
(Rs. in Lacs)
Uttranchal Trade Tax Act Sales Tax 0.37
UP Trade Tax Act Sales Tax 998.86
UP Trade Tax Act Interest on Sales Tax 1,382.74
UP Trade Tax Act Sales Tax 2.50
Central Sales Tax Act Central Sales Tax 32.95
Central Sales Tax Act Central Sales Tax 4,849.53
Orissa Sales Tax Act, Sales Tax 44.50
1947
Orissa Sales Tax Act, Sales Tax 329.85
1947
Orissa Sales Tax Act, Sales Tax 900.31
1947
Orissa Sales Tax Act, Sales Tax 56.03
1947
Orissa Sales Tax Act, Sales Tax 144.74
1947
Rajasthan Sales Tax 37.37
Sales Tax Act
Rajasthan Sales Tax 1.54
Sales Tax Act
Rajasthan Sales Tax 34.33
Sales Tax Act
West Bengal Central Sales Tax 22.74
VAT Rules, 2005
West Bengal VAT 0.37
VAT Rules, 2005
Name of Statute Period to which the Forum where the
amount relates dispute is pending
Uttranchal Financial Year Joint Commissioner
Trade Tax Act 2002-2003 (Appeal), Haldwani,
Uttrakhand
UP Trade Tax Act Financial Year Additional Commissioner
2004-2005 (Appeal), Bareli , U.P.
UP Trade Tax Act Financial Year Additional Commissioner
2004-2005 (Appeal), Bareli , U.P.
UP Trade Tax Act Financial Year High Court,
1999-00, 2000-01, Allahabad (UP)
2002-03
Central Sales Financial Year Commissioner of
Tax Act 1998-1999 Commercial Taxes,
Cuttack, Orissa
Central Financial Year Orissa Sales Tax
Sales Tax Act 2004-2005 Tribunal, Cuttack,
Orissa
Orissa Financial Year Assistant Commissioner
Sales Tax Act, 1947 2000-2001 of Sales Tax,
Cuttack, Orissa
Orissa Financial Year Commissioner of
Sales Tax Act, 1947 2000-2001 Commercial Taxes,
Orissa
Orissa Financial Year Sales Tax Tribunal,
Sales Tax Act, 1947 2001-2002 Cuttack, Orissa
Orissa Financial Year Assistant Commissioner
Sales Tax Act, 1947 2002-2003 of Sales Tax,
Cuttack, Orissa
Orissa Financial Year Deputy Commissioner
Sales Tax Act, 1947 2001-2002 of Sales Tax,
Jagatsinghpur,
Paradeep
Rajasthan Financial Year Deputy Commissioner
Sales Tax Act 2003-2004 of Commercial Taxes
(Appeals), Jaipur
Rajasthan Financial Year Deputy Commissioner
Sales Tax Act 2001-2002 of Commercial Taxes
(Appeals), Jaipur
Rajasthan Financial Year Deputy Commissioner
Sales Tax Act 2002-2003 of Commercial Taxes
(Appeals), Jaipur
West Bengal Financial Year West Bengal Commercial
VAT Rules, 2005 2005-2006 Taxes Appellate &
Revisional Board
West Bengal Financial Year West Bengal Commercial
VAT Rules, 2005 2005-2006 Taxes Appellate &
Revisional Board
x) The accumulated losses of the Company as at March 31, 2014 are not
more than fifty percent of its net worth. The company has not incurred
cash losses during the financial year and in the immediately preceding
financial year.
xi) According to the information and explanation given to us, the
company does not have any loan from any financial institution and banks
and has not issued any debentures. Accordingly the provisions of the
clause 4 (xi) of the order are not applicable to the Company.
xii) In our opinion, and according to the information and explanation
given to us, the Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities. Accordingly the provisions of the clause 4 (xii) of the
order are not applicable to the Company.
xiii) The Company is not a chit fund or a nidhi/ mutual benefit fund/
society. Therefore, the provisions of clause 4 (xiii) of the order are
not applicable to the Company.
xiv) The Company is not dealing or trading in shares, securities,
debentures or other investments and hence, the requirements of clause
(xiv) are not applicable to the Company.
xv) In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year. Therefore,
the provisions of clause 4 (xv) of the order are not applicable to the
Company.
xvi) According to the information and explanation given to us, the
Company has not obtained any term loans during the year. Therefore, the
provisions of clause 4 (xvi) of the order are not applicable to the
Company.
xvii) According to information and explanations given to us and on an
overall examination of the balance sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment.
xviii) According to the information and explanation provided to us, 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.
xix) According to the information and explanation provided to us, the
Company has not issued any debentures during the year and accordingly,
no securities have been created.
xx) According to the information and explanation provided to us, the
Company has not raised any money by public issues during the year.
xxi) According to the information and explanations given to us, we have
neither come across any instance of fraud on or by the Company, noticed
or reported during the year, nor have we been informed of such case by
the management.
For T.R. Chadha & Co.
Chartered Accountants
(Firm Registration No. 006711N)
(Aashish Gupta)
Place: New Delhi Partner
Date : 30th May, 2014 Membership Number: 097343
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Oswal Greentech
Limited ("the Company"), which comprises the balance sheet as at
31stMarch 2013, the statement of profit and loss of the Company for the
year then ended, the cash flow statement of the Company 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 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
her 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.
Basis of Qualified Opinion
Remuneration paid to the Managing Director and Whole Time Director,
amounting to Rs. 99.98 lacs for the current year (Rs. 1897.57 lacs for the
earlier years) is pending for approval /reconsideration from the
Ministry of Corporate Affairs (Refer Note No 2.30).The effect of the
same on the accounts is not ascertainable since the matter is pending
from the Ministry.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the possible effects of the matter
described in the Basis for Qualified Opinion paragraph, the
financial statements give the information required by the Act in
the manner so required and give a true and fair vie win 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 at31 March 2013;
(b) in the case of the statement of profit and loss, 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.
Report on Other Legal and Regulatory Requirements
1. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
bestofourknowledge and belief were necessary for the purpose ofour
audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) the balance sheet, statement of profit and loss and cash flow
statement dealt with by this Report are in agreement with the books of
account; and
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 Companies Act, 1956.
2. As required by the Companies (Auditor''s Report) Order, 2003issued
by the Central Govt. of India in terms of sub-section (4A) of section
227of''TheCompanies Act, 1956'' of India (the ''Act'') and on the
basis of such checks of 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 as statement on the
matters specified in paragraphs 4 and 5 of the said Order.
3. On the basis of the written representations received from the
directors, as at31stMarch, 2013, and taken on record by the Board
of Directors, we report that none of the directors is disqualified from
being appointed as a director under section 274(1) (g) of the Companies
Act, 1956.
[Referred in paragraph 2 of Report on Other Legal and Regulatory
Requirements of even date]
i) a) The Company has maintained proper records other than plant &
machinery and furniture &fixtures for closed units to show full
particulars including quantitative details and situation of its fixed
assets.
b) According to the explanations given to us, all the fixed assets other
than plant& machinery and furniture& fixtures for closed units have been
verified by the management at the yearend, which in our opinion is
considered reasonable having regard to the size of the company and the
nature of its business and no material discrepancy was noticed on such
verification as compared to book records.
c) The fixed assets disposed off during the year, in our opinion and
according to the information and explanations given to us, do not
constitute a substantial part of fixed assets of the Company and such
disposal has, in our opinion, not affected the going concern status
of the Company.
ii) a) As explained to us, the inventories were physically verified
during the year by the management at the reasonable intervals.
b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) In our opinion and according to the information and explanation given
to us, the Company is maintaining proper records of inventory. No
material discrepancy has been noticed on physical verification
of inventory as compared to book records.
iii) According to the information and explanation given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to or from the companies, firms or other parties listed in the register
maintained under section 301 of the'' Act''. Accordingly, the provisions
of the clause 4 (iii) of the Order are not applicable to the Company.
iv) In our opinion and according to the information and explanations
given to us, in general, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its business
with regard to purchase of inventory, fixed assets and for the sale
of goods and services. Further, on the basis of our examination of the
books and records of the Company, and according to the information and
explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses, if any, in
the aforesaid internal control procedures.
v) a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered into the register
in pursuance of Section 301 of the ''Act,'' have been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions made in pursuance of contracts
or arrangements be entered into the register pursuance of section 301
of the ''Act'' and exceeding the value of rupees five lacs in
respect of any party during the year, which have been made at prices which
are not reasonable having regard to the prevailing market prices at the
relevant time.
vi) According to the information and explanation given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
Sections 58A and 58AA of the Act and the Rules framed there under are
applicable.
vii) In our opinion, the Company''s present internal audit system is
generally commensurate with its size and nature of its business.
viii) The company is not engaged in any manufacturing or other activity
requiring maintenance of cost records U/s 209(1)(d) of the Companies
Act, 1956.
ix) 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 generally regular in depositing undisputed statutory dues, including
provident fund, investor education and protection fund, employees''
state insurance, income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty, cess and other material statutory dues as
applicable, with the appropriate authorities.
b) According to the information and explanations given to us, there are
no material dues of income tax, service tax, customs duty, wealth tax,
excise duty and cess which have not been deposited with the appropriate
authorities on account of any dispute. However according to the
information and explanations given to us, the following dues of Sales
tax have not been deposited by the Company on account of a dispute:
Name of
Statute Nature of
Dues Disputed Period to
which the Forum where the dispute
is pending
Liabilities amount
relates
(Rs. in Lacs)
Uttra-
nchal
Trade
Tax Act Sales
Tax 0.37 Financial
Year
2002-2003 Joint Commissioner
(Appeal)
UP
Trade
Tax Act Sales
Tax 1,048.86 Financial
Year
2004-2005 Additional
Commissioner (Appeal),
Bareli, U.P
UP
Trade
Tax Act Intereston
Sales Tax 1,235.90 Financial
Year
2004-2005 Additional Commissioner
(Appeal),Bareli, U.P
UP
Trade
Tax Act Sales
Tax 2.50 Financial
Year
1999-00, High Court,
Allahabad(UP)
2000-01,
2002-03
Sales
Tax
Bhopal Sales
Tax 930.81 Financial
Year
1987-88, High Court,
Jabalpur(MP)
1988-89,
1989-90,
1992-93,
1994-95
Central
Sales
Tax Act Central
Sales
Tax 32.95 Financial
Year
1998-1999 Commissioner of
Commercial Taxes,
Cuttack, Orissa
Central
Sales
Tax Act Central
Sales Tax 451.31 Financial
Year
2001-2002 Assistant Commis
sioner of Sales Tax,
Cuttack, Orissa
Central
Sales
Tax Act Central
Sales Tax 4,849.53 Financial
Year
2004-2005 Sales Tax Tribunal,
Cuttack, Orissa
Orissa
Sales
Act 1947 Sales Tax 44.50 Financial
Year
2000-2001 Assistant Commissioner
of Sales Tax,
Cuttack, Orissa
Orissa
Sales
Act 1947 Sales Tax 900.31 Financial
Year
2001-2002 Sales Tax Tribunal,
Cuttack, Orissa
Orissa
Sales
Act 1947 Sales Tax 56.03 Financial
Year
2002-2003 Assistant Commissioer
of Sales Tax,
Cuttack, Orissa
Orissa
Sales
Tax SalesTax 155.19 Financial
Year
2001-2002 Assistant
Commissioner of Sales
Tax, Cuttak
Rajas
than
Sales
Tax Act Sales Tax 37.37 Financial
Year
2003-2004 Deputy Commissioner of
Commercial Tax,
Rajasthan
Rajas
than
Sales
Tax Act Sales Tax 1.54 Financial
Year
2001-2002 Deputy Commissioner of
Commercial Tax,
Rajasthan
Rajas
than
Sales
Tax Act Sales Tax 34.33 Financial
Year
2002-2003 Deputy Commissioner of
Commercial Tax,
Rajasthan
West
Bengal
VAT
Rules,
2005 Central
Sales Tax 22.74 Financial
Year
2005-2006 West Bengal Commercial
Taxes Appellate &
Revisional Board
West
Bengal
VAT
Rules,
2005 VAT 0.37 Financial
Year
2005-2006 West Bengal
Commercial Taxes
Appellate & Revisional
Board
x) The accumulated losses of the Company as at March 31, 2013are not more than
fifty percent to fits net worth. The company has not incurred cash losses
during the financial year and in the immediately preceding financial
year.
xi) According to the information and explanation given to us, the
company does not have any loan from any financial institution and banks
and has not issued any debentures. Accordingly the provisions of the
clause4 (xi) of the order are not applicable to the Company.
xii) In our opinion, and according to the information and explanation
given to us, the Company has not granted loans and advances on the basis
of security by way of pledge of shares, debentures and other securities.
Accordingly the provisions of the clause 4 (xii) of the order are not
applicable to the Company.
xiii) The Company is not a chit fund or anidhi/ mutual benefit fund/
society. Therefore, the provisions of clause 4 (xiii) of the order are
not applicable to the Company.
xiv) In our opinion, the Company is trading in shares, securities, and
other investments. The company is maintaining separate records of the
transactions and contracts and making timely entries therein. These
shares and other securities are held by the company in its own name.
xv) In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year. Therefore,
the provisions of clause 4 (xv) of the order are not applicable to the
Company.
xvi) According to the information and explanation given to us,
the Company has not obtained any term loans during the year. Therefore,
the provisions of clause 4(xvi) of the order are not applicable to the
Company.
xvii) According to information and explanations given to us and on an
overall examination of the balance sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment.
xviii) According to the information and explanation provided to us, 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.
xix) According to the information and explanation provided to us, the
Company has not issued any debentures during the year and accordingly,
no securities have been created.
xx) According to the information and explanation provided to us, the
Company has not raised any money by public issues during the year.
xxi) According to the information and explanations given to us, we have
neither come across any instance of fraud on or by the Company, noticed
or reported during the year, nor have we been informed of such case by
the management.
For T. R. Chadha & Co.
(Firm Registration No.: 006711N)
Chartered Accountants
Aashish Gupta
Place : New Delhi Partner
Date : 28th May, 2013 Membership Number: 97343
Mar 31, 2012
1. We have audited the attached Balance Sheet of Oswal Greentech
Limited (Formerly known as Oswal Chemicals & Fertilizers Limited) as at
March 31, 2012, the related Statement of Profit & Loss and the Cash
Flow Statement for the year ended on that date annexed thereto, which
we have signed under reference to this report. 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 have conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Government of India in terms of sub-section (4A) of Section 227
of 'The Companies Act, 1956' of India (the 'Act') 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 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion, proper books of account have been kept by the
company as required by law so far as appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit & Loss and the Cash Flow
Statement dealt with in this report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, the Statement of Profit & Loss
and the Cash Flow Statement dealt with by this report have been
prepared in compliance with the applicable accounting standards
referred to in section 211 (3C) of the 'Act';
(e) 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 are disqualified as on March 31, 2012
from being appointed as a director in terms of clause (g) of sub-
section (1) to Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the Balance Sheet, the Statement of
Profit & Loss and the Cash Flow Statement, together with the notes
thereon and attached thereto, give in the prescribed manner, the
information required by the 'Act', and subject to our comments in
paragraphs 5.1 to 5.2 below, give respectively, 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 Statement of Profit & Loss, 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.
5.1 Note no. 2.29 regarding non-confirmation/non-reconciliation of
certain debit/credit balances. Consequential revenue impact, if any, is
not ascertainable.
5.2 Note no. 2.30(b) regarding excess remuneration paid to the Managing
Director and Other Whole Time Directors pending approval/
reconsideration from the Ministry of Corporate Affairs.
ANNEXURE TO AUDITORS' REPORT
(Referred to in paragraph 3 of the Auditors' Report of even date)
i) a) The Company has maintained proper records other than for closed
units, plant & machinery and furniture & fixtures to show full
particulars including quantitative details and situation of its fixed
assets.
b) According to the explanations given to us, all the fixed assets
other than for closed units, plant & machinery and furniture & fixtures
have been verified by the management at the year end, which in our
opinion is considered reasonable having regard to the size of the
company and the nature of its business and no material discrepancy was
noticed on such verification as compared to book records.
c) The Fixed assets disposed off during the year, in our opinion and
according to the information and explanations given to us, do not
constitute a substantial part of fixed assets of the Company and such
disposal has, in our opinion, not affected the going concern status of
the Company.
ii) a) As explained to us, the inventories were physically verified
during the year by the management at the reasonable intervals.
b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) In our opinion and according to the information and explanation
given to us, the Company is maintaining proper records of inventory.
No material discrepancy has been noticed on physical verification of
inventory as compared to book records.
iii) According to the information and explanation given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to or from the companies, firms or other parties listed in the register
maintained under section 301 of the 'Act'. Accordingly, the provisions
of the clause 4 (iii) of the Order are not applicable to the Company.
iv) In our opinion and according to the information and explanations
given to us, in general, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and for the
sale of goods and services. Further, on the basis of our examination of
the books and records of the Company, and according to the information
and explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses, if any,
in the aforesaid internal control procedures.
v) a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered into the register
in pursuance of Section 301 of the 'Act,' have been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions made in pursuance of contracts
or arrangements be entered into the register pursuance of section 301
of the 'Act' and exceeding the value of rupees five Lacs in respect of
any party during the year, which have been made at prices which are not
reasonable having regard to the prevailing market prices at the
relevant time.
vi) According to the information and explanation given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
Sections 58A and 58AA of the Act and the Rules framed there under are
applicable.
vii) In our opinion, the Company's present internal audit system is
generally commensurate with its size and nature of its business.
viii) The company is not engaged in any manufacturing or other activity
requiring maintenance of cost records U/s 209(1)(d) of the Companies
Act, 1956.
ix) 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 generally regular in depositing undisputed statutory dues, including
provident fund, investor education and protection fund, employees'
state insurance, income-tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues as
applicable, with the appropriate authorities.
b) According to the information and explanations given to us, there are
no material dues of income tax, service tax, customs duty, wealth tax,
excise duty and cess which have not been deposited with the appropriate
authorities on account of any dispute. However according to the
information and explanations given to us, the following dues of Sales
tax have not been deposited by the Company on account of a dispute:
Name of Statute Nature of Disputed Period to which the
Dues Liabilities amount relates
(Rs. in
Lacs)
Uttranchal Trade Sales Tax 0.37 Financial Year
Tax Act 2002-2003
UP Trade Tax Act Sales Tax 1,048.86 Financial Year
2004-2005
UP Trade Tax Act Sales Tax 2.50 Financial Year
1999-00, 2000-01,
2002-03
Sales Tax Bhopal Sales Tax 1,154.02 Financial Year,
1987-88, 1992-93,
1991-92, 1993-94
Sales Tax Bhopal Sales Tax 903.88 Financial Year,
1987-88, 1988-89,
1989-90, 1992-93,
1994-95
Central Sales Central 32.95 Financial Year
Tax Act Sales Tax 1998-1999
Central Sales Central 451.31 Financial Year
Tax Act Sales Tax 2001-2002
Central Sales Central 4,849.53 Financial Year
Tax Act Sales Tax 2004-2005
Orissa Sales Sales Tax 44.50 Financial Year
Act 1947 2000-2001
Orissa Sales Sales Tax 900.31 Financial Year
Act 1947 2001-2002
Orissa Sales Sales Tax 56.03 Financial Year
Act 1947 2002-2003
Orissa Sales Tax Sales Tax 155.19 Financial Year
2001-02
Rajasthan Sales Sales Tax 37.37 Financial Year
Tax Act 2003-2004
Rajasthan Sales Sales Tax 1.54 Financial Year
Tax Act 2001-2002
Rajasthan Sales Sales Tax 34.33 Financial Year
Tax Act 2002-2003
West Bengal VAT Central 22.74 Financial Year
Rules, 2005 Sales Tax 2005-2006
West Bengal VAT VAT 0.37 Financial Year
Rules, 2005 2005-2006
Name of Statute Forum where the dispute is pending
Uttranchal Trade Joint Commissioner (Appeal)
Tax Act
UP Trade Tax Act Joint Commissioner (Appeal), Cuttack, Orissa
UP Trade Tax Act High Court, Allahabad (UP)
Sales Tax Bhopal High Court, Jabalpur (MP)
Sales Tax Bhopal High Court, Jabalpur (MP)
Central Sales Commissioner of Commercial Taxes, Cuttack,
Tax Act Orissa
Central Sales Assistant Commissioner of Sales Tax, Cuttack,
Tax Act Orissa
Central Sales Sales Tax Tribunal, Cuttack, Orissa
Tax Act
Orissa Sales Assistant Commissioner of Sales Tax, Cuttack,
Act 1947 Orissa
Orissa Sales Sales Tax Tribunal, Cuttack, Orissa
Act 1947
Orissa Sales Assistant Commissioner of Sales Tax, Cuttack,
Act 1947 Orissa
Orissa Sales Tax Assistant Commissioner of Sales Tax, Cuttak
Rajasthan Sales Deputy Commissioner of Commercial Tax, Rajasthan
Tax Act
Rajasthan Sales Deputy Commissioner of Commercial Tax, Rajasthan
Tax Act
Rajasthan Sales Deputy Commissioner of Commercial Tax, Rajasthan
Tax Act
West Bengal VAT West Bengal Commercial Taxes Appellate &
Rules, 2005 Revisional Board
West Bengal VAT West Bengal Commercial Taxes Appellate &
Rules, 2005 Revisional Board
x) The accumulated losses of the Company as at March 31, 2012 are not
more than fifty percent of its net worth. The company has not incurred
cash losses during the financial year and in the immediately preceding
financial year.
xi) According to the information and explanation given to us, the
company does not have any loan from any financial institution and banks
and has not issued any debentures. Accordingly the provisions of the
clause 4 (xi) of the order are not applicable to the Company.
xii) In our opinion, and according to the information and explanation
given to us, the Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities. Accordingly the provisions of the clause 4 (xii) of the
order are not applicable to the Company.
xiii) The Company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of clause 4 (xiii) of the order
are not applicable to the Company.
xiv) In our opinion, the Company is trading in shares, securities, and
other investments. The company is maintaining separate records of the
transactions and contracts and making timely entries therein. These
shares and other securities are held by the company in its own name.
xv) In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year. Therefore,
the provisions of clause 4 (xv) of the order are not applicable to the
Company.
xvi) According to the information and explanation given to us, the
Company has not obtained any term loans during the year. Therefore, the
provisions of clause 4 (xvi) of the order are not applicable to the
Company.
xvii) According to information and explanations given to us and on an
overall examination of the balance sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment.
xviii) According to the information and explanation provided to us, 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.
xix) According to the information and explanation provided to us, the
Company has not issued any debentures during the year and accordingly,
no securities have been created.
xx) According to the information and explanation provided to us, the
Company has not raised any money by public issues during the year.
xxi) According to the information and explanations given to us, we have
neither come across any instance of fraud on or by the Company, noticed
or reported during the year, nor have we been informed of such case by
the management.
For T.R. Chadha & Co.
(Firm Registration No. 006711N)
Chartered Accountants
(Surender Kumar)
Partner
M. No. 82982
Place : New Delhi
Date : 29th May, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Oswal Chemicals &
Fertilizers Limited as at March 31, 2011, the related Profit & Loss
Account and the Cash Flow Statement for the year ended on that date
annexed thereto, which we have signed under reference to this report.
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 have conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Government of India in terms of sub-section (4A) of Section 227
of ÃThe Companies Act, 1956' of India (the ÃAct') 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 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion, proper books of account have been kept by the
company as required by law so far as appears from our examination of
those books;
(c) The Balance Sheet, the Profit & Loss Account and the Cash Flow
Statement dealt with in this report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, the Profit & Loss Account and
the Cash Flow Statement dealt with by this report have been prepared in
compliance with the applicable accounting standards referred to in
section 211 (3C) of the ÃAct';
(e) On the basis of written representations received from the Directors
of the Company and taken on record by the Board of Directors, we report
that none of the directors are disqualified as on March 31, 2011 from
being appointed as a director in terms of clause (g) of sub- section
(1) to Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the Balance Sheet, the Profit & Loss
Account and the Cash Flow Statement, together with the notes thereon
and attached thereto, give in the prescribed manner, the information
required by the ÃAct', and subject to our comments in paragraphs 5.1 to
5.3 below, give respectively, 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 & 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.
5.1 Note no. 2(a) of Schedule XX regarding
non-confirmation/non-reconciliation of certain debit/credit balances.
Consequential revenue impact, if any, is not ascertainable.
5.2 Note no.2(b) of Schedule XX regarding non provision for debtors
amounting to Rs. 117.17 lacs against which legal cases have been filed
by the company
5.3 Note no. 3(b) of Schedule XX regarding excess remuneration paid to
the Managing Director and Other Whole Time Directors pending approval/
reconsideration from the Ministry of Corporate Affairs.
We further report that without considering our comments in paragraph
5.1 above the impact of which we are unable to quantify and our
comments in paragraph 5.3 above being legal matters and after
considering adjustments arising on account of our comments in paragraph
5.2 above, the profit after tax would change to Rs. 8,104.57 lacs as
against Rs. 8,221.74 lacs as shown in the Profit & Loss Account.
Consequently, net current assets would change to Rs. 188,874.19 lacs as
against Rs 188,991.36 lacs and general reserve and surplus would change
to Rs. 167,742.92 lacs as against Rs. 167,860.09 lacs as shown in the
Balance Sheet.
ANNEXURE TO AUDITORS' REPORT
[Referred to in paragraph 3 of the Auditors' Report of even date]
i) a) The Company has maintained proper records other than for closed
units, office equipments and furniture & fixtures to show full
particulars including quantitative details and situation of its fixed
assets.
b) According to the explanations given to us, all the fixed assets
other than for closed units, office equipments and furniture & fixtures
have been verified by the management at the year end, which in our
opinion is considered reasonable having regard to the size of the
company and the nature of its business and no material discrepancy was
noticed on such verification as compared to book records.
c) In our opinion and according to the information and explanations
given to us, substantial part of fixed assets has not been disposed of
by the Company during the year.
ii) a) The inventory (excluding stocks with third parties aggregating
Rs. 280.22 lacs) has been physically verified by the management during
the year. In our opinion, the frequency of verification is reasonable.
b) In our opinion, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. No
material discrepancy has been noticed on physical verification of
inventory as compared to book records.
iii) a) The Company has granted unsecured loan amounting to Rs. 390.67
lacs (Maximum Balance Outstanding Rs. 253.08 lacs) during the year to
one company covered in the register maintained under Section 301 of the
Act.
b) The rate of interest and other terms and conditions of loan given
are not prime facie prejudicial to the interest of the company.
c) In respect of aforesaid loan, the party is repaying the principal
amount as stipulated and is also regular in payment of interest, where
applicable.
d) In respect of aforesaid loan, there is no overdue amount more than
Rs. one lac.
e) The Company has taken unsecured loan amounting to Rs 147.16 lacs
(Maximum Balance Outstanding Rs. 295.16 lacs) during the year from one
company covered in the register maintained under Section 301 of the
Act.
f) The rate of interest and other terms and conditions of loan taken
are not prime facie prejudicial to the interest of the company.
g) In respect of aforesaid loan, the company is repaying the principal
amount as stipulated and is also regular in payment of interest, where
applicable.
iv) In our opinion and according to the information and explanations
given to us, in general, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventory, fixed assets and for the sale
of goods. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses, if any,
in the aforesaid internal control procedures.
v) a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered into the register
in pursuance of Section 301 of the Act, have been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions made in pursuance of contracts
or arrangements entered into the register in pursuance of Section 301
of the Act and exceeding the value of rupees five lacs in respect of
any party during the year, which have been made at prices which are not
reasonable having regard to the prevailing market prices at the
relevant time.
vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Rules framed
there under.
vii) In our opinion, the Company's present internal audit system is
generally commensurate with its size and nature of its business.
viii) The company is not engaged in any manufacturing or other activity
requiring maintenance of cost records U/s 209(1)(d) of the Companies
Act, 1956.
ix) 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 generally regular in depositing undisputed statutory dues including
investor education and protection fund, employees' state insurance,
income-tax, wealth tax, customs duty, service tax, excise duty 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
sales-tax, income-tax, customs duty, service tax, wealth tax, excise
duty and cess as at March 31, 2011 which have not been deposited on
account of a dispute, are as follows Ã
Name of Statute Nature of Dues Disputed Period to which
Liabilities the amount
(Rs. in relates
Lacs)
Uttranchal Trade Sales Tax 0.37 Financial Year
Tax Act 2002-2003
UP Trade Tax Act Sales Tax 1,048.86 Financial Year
2004-2005
Sales Tax Bhopal Sales Tax 1,154.02 Financial Year ,
1987-88,
1992-93, 1991-92,
1993-94
Sales Tax Bhopal Sales Tax 903.88 Financial Year ,
1987-88, 1988-89,
1989-90, 1992-93,
1994-95
Central Sales Tax Central Sales 32.95 Financial Year
Act Tax 1998-1999
Central Sales Tax Central Sales 451.31 Financial Year
Act Tax 2001-2002
Central Sales Tax Central Sales 4,849.53 Financial Year
Act Tax 2004-2005
Orissa Sales Act Sales Tax 44.50 Financial Year
1947 2000-2001
Rajasthan Sales Sales Tax 37.37 Financial Year
Tax Act 2003-2004
Orissa Sales Sales Tax 900.31 Financial Year
Act 1947 2001-2002
Orissa Sales Act Sales Tax 56.03 Financial Year
1947 2002-2003
Orissa Sales Act Sales Tax 7.10 Financial Year
1947 2003-2004
Service Tax Act Service Tax 52.44 16.11.1997 to
01.06.1998
Service Tax Act Service Tax 1.31 16.11.1997 to
01.06.1998
UP Trade Tax Act Sales Tax 1,547.80 Financial Year
2005-2006
UP Trade Tax Act Sales Tax 2.50 Financial Year
1999-00, 2000-01,
2002-03
Central Sales Tax Central Sales 22.74 Financial Year
Act Tax 2005-2006
West Bengal VAT VAT 0.37 Financial Year
Rules, 2005 2005-2006
Rajasthan Sales Sales Tax 1.56 Financial Year
Tax Act 2001-2002
Name of Statute Forum where the dispute
is pending
Uttranchal Trade Joint Commissioner
Tax Act
UP Trade Tax Act Additional Commissioner,
Grade II
Sales Tax Bhopal High Court, Jabalpur
( MP)
Sales Tax Bhopal Assistant Commissioner,
Bhopal
Central Sales Tax Act Commissioner of Commercial
Taxes, Cuttack, Orissa
Central Sales Tax Act Assistant Commissioner of
Sales Tax, Cuttack, Orissa
Central Sales Tax Act Sales Tax Tribunal,
Cuttack, Orissa
Orissa Sales Act 1947 Assistant Commissioner of
Sales Tax, Cuttack, Orissa
Rajasthan Sales Deputy Commissioner of
Tax Act Commercial Tax, Rajasthan
Orissa Sales Act 1947 Sales Tax Tribunal, Cuttack,
Orissa
Orissa Sales Act 1947 Assistant Commissioner of
Sales Tax, Cuttack, Orissa
Orissa Sales Act 1947 Sales Tax Officer, Cuttack,
Orissa
Service Tax Act Service Tax Authorities
Service Tax Act Service Tax Authorities
UP Trade Tax Act Sales Tax Tribunal, Bareilly
UP Trade Tax Act High Court, Allahabad (UP)
Central Sales Tax Act West Bengal Commercial Taxes
Appellate & Revisional Board
West Bengal VAT West Bengal Commercial Taxes
Rules, 2005 Appellate & Revisional Board
Rajasthan Sales Deputy Commissioner of
Tax Act Commercial Tax, Rajasthan
x) The accumulated losses of the Company as at March 31, 2011 are not
more than fifty percent of its net worth. The company has not incurred
cash losses during the financial year ended on that date. The company
has incurred cash losses in the immediately preceding financial year.
xi) According to the information and explanation given to us the
company has not defaulted in repayment of dues to the banks. The
company does not have any loan from any financial institution and has
not issued any debentures.
xii) According to the information and explanations given to us and the
records of the Company examined by us, in cases where the company has
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities, adequate documents and records
have been maintained by the company.
xiii) The provisions of any special statute applicable to chit
fund/nidhi/mutual benefit fund/societies are not applicable to the
Company.
xiv) In our opinion, the Company is trading in shares, securities, and
other investments. The company is maintaining separate records of the
transactions and contracts and making timely entries therein. These
shares and other securities are held by the company in its own name.
xv) In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
xvi) The Company has not obtained any term loans during the year.
xvii) According to information and explanations given to us and on an
overall examination of the balance sheet of the company, we report that
no funds raised on short term basis have been used for long term
investment.
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.
xix) The Company has not issued any debentures during the year and
accordingly, no securities have been created.
xx) The Company has not raised any money by public issues during the
year.
xxi) 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
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For T.R. Chadha & Co.
(Firm Registration No. 006711N)
Chartered Accountants
(Surender Kumar)
Partner
M. No. 82982
Place : New Delhi
Date : 27th May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Oswal Chemicals &
Fertilizers Limited as at March 31, 2010, the related Profit & Loss
Account and the Cash Flow Statement for the year ended on that date
annexed thereto, which we have signed under reference to this report.
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 have conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Government of India in terms of sub-section (4A) of Section 227
of The Companies Act, 1956 of India (the Act) 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 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion, proper books of account have been kept by the
company as required by law so far as appears from our examination of
those books;
(c) The Balance Sheet, the Profit & Loss Account and the Cash Flow
Statement dealt with in this report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, the Profit & Loss Account and
the Cash Flow Statement dealt with by this report have been prepared in
compliance with the applicable accounting standards referred to in
section 211 (3C) of the Act;
(e) On the basis of written representations received from the Directors
of the Company and taken on record by the Board of Directors, we report
that none of the directors are disqualified as on March 31,2010 from
being appointed as a director in terms of clause (g) of sub- section
(1) to Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the Balance Sheet, the Profit & Loss
Account and the Cash Flow Statement, together with the notes thereon
and attached thereto, give in the prescribed manner, the information
required by the Act, and subject to our comments in paragraphs 5.1 to
5.4 below, give respectively, 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 & Loss Account, of the loss for the year
ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
5.1 Note no. 3(a) of Schedule XX regarding
non-confirmation/non-reconciliation of certain debit/credit balances.
Consequential revenue impact, if any, is not ascertainable.
5.2 Note no.3(b) of Schedule XX regarding non provision for debtors
amounting to Rs. 117.17 lacs against which legal cases have been filed
by the company
5.3 Note no. 4(b) of Schedule XX regarding managerial remuneration
amounting to Rs. 671.33 lacs paid to directors for the current year and
managerial remuneration for the previous year(s) is subject to
necessary approvals from Central Government.
5.4 Note no 13 of Schedule XX regarding contribution amounting to
Rs.1,313.51 lacs for charitable purpose in excess of limit approved by
shareholders is subject to the approval of the shareholders..
We further report that without considering our comments in paragraph
5.1 above the impact of which we are unable to quantify and our
comments in paragraph 5.3 and 5.4 above being legal matters and after
considering adjustments arising on account of our comments in paragraph
5.2 above, the loss after tax would change to Rs 1,300.46 lacs as
against Rs. 1,183.29 lacs as shown in the Profit & Loss Account.
Consequently, net current assets would change to Rs. 121,975.91 lacs as
against Rs 122,093.08 lacs and debit balance in Profit & Loss account
would change to Rs 31,800.89 lacs as against Rs. 31,683.72 lacs as
shown in the Balance Sheet.
ANNEXURE TO AUDITORS REPORT
[Referred to in paragraph 3 of the Auditors Report of even date]
i) a) The Company has maintained proper records other than for closed
units, office equipments and furniture & fixtures to show full
particulars including quantitative details and situation of its fixed
assets.
b) According to the explanations given to us, all the fixed assets
other than for closed units, office equipments and furniture & fixtures
have been verified by the management at the year end, which in our
opinion is considered reasonable having regard to the size of the
company and the nature of its business and no material discrepancy was
noticed on such verification as compared to book records.
c) In our opinion and according to the information and explanations
given to us, substantial part of fixed assets has not been disposed of
by the Company during the year.
ii) a) The inventory (excluding stocks with third parties aggregating
Rs. 280.22 lacs) has been physically verified by the management during
the year. In our opinion, the frequency of verification is reasonable.
b) In our opinion, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. No
material discrepancy has been noticed on physical verification of
inventory as compared to book records.
iii) a) The Company has granted unsecured loan amounting to Rs. 309.52
lacs (Maximum Balance Outstanding Rs. 288.09 lacs) during the year to
one company covered in the register maintained under Section 301 of the
Act.
b) The rate of interest and other terms and conditions of loan given
are not prime facie prejudicial to the interest of the company.
c) In respect of aforesaid loan, the party is repaying the principal
amount as stipulated and is also regular in payment of interest, where
applicable.
d) In respect of aforesaid loan, there is no overdue amount more than
Rs. one lac.
e) The Company has taken unsecured loan amounting to Rs 526.76 lacs
(Maximum Balance Outstanding Rs. 459.25 lacs) during the year from one
company covered in the register maintained under Section 301 of the
Act.
f) The rate of interest and other terms and conditions of loan taken
are not prime facie prejudicial to the interest of the company.
g) In respect of aforesaid loan, the company is repaying the principal
amount as stipulated and is also regular in payment of interest, where
applicable.
iv) In our opinion and according to the information and explanations
given to us, in general, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventory, fixed assets and for the sale
of goods. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses, if any,
in the aforesaid internal control procedures.
v) a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered into the register
in pursuance of Section 301 of the Act, have been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions made in pursuance of contracts
or arrangements entered into the register in pursuance of Section 301
of the Act and exceeding the value of rupees five lacs in respect of
any party during the year, which have been made at prices which are not
reasonable having regard to the prevailing market prices at the
relevant time.
vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Rules framed
there under.
vii) In our opinion, the Companys present internal audit system is
generally commensurate with its size and nature of its business.
viii) The company is not engaged in any manufacturing or other activity
requiring maintenance of cost records U/s 209(1 )(d) of the Companies
Act, 1956.
ix) 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 generally regular in depositing undisputed statutory dues including
investor education and protection fund, employees state insurance,
income-tax, wealth tax, customs duty, service tax, excise duty and
other material statutory dues as applicable, with the appropriate
authorities. (6 month)
b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
sales-tax, income-tax, customs duty, service tax, wealth tax, excise
duty and cess as at March 31,2010 which have not been deposited on
account of a dispute, are as follows -
Name of Statute Nature of Dues Disputed Period to which the amount
Liabilities relates
(Rs. in lac)
Uttranchal Trade Sales Tax 0.37 Financial Year 2002-2003
Tax Act
UP Trade Tax Act Sales Tax 1,048.86 Financial Year 2004-2005
Sales Tax Bhopal Sales Tax 1,154.02 Financial Year 1987-88,
1992-1993,1991-92,1993-94
Sales Tax Bhopal Sales Tax 903.88 Financial Year 1987-88,
1988-89,1989-90,1992-93
1994-95
Central Sales Central Sales Tax 32.95 Financial Year 1998-1999
Tax Act
Central Sales Central Sales Tax 451.31 Financial Year 2001-2002
Tax Act
Central Sales Central Sales Tax 4,849.53 Financial Year 2004-2005
Tax Act
Orissa Sales Sales Tax 21.93 Financial Year 1999-2000
Act 1947
Orissa Sales Sales Tax 44.50 Financial Year 2000-2001
Act 1947
Rajasthan Sales Sales Tax 37.37 Financial Year 2003-2004
Tax Act
Orissa Sales Sales Tax 900.31 Financial Year 2001 -2002
Act 1947
Orissa Sales Sales Tax 56.03 Financial Year 2002-2003
Act 1947
Orissa Sales Sales Tax 7.10 Financial Year 2003-2004
Act 1947
Service Tax Act Service Tax 52.44 16.11.1997 to 01.06.1998
Service Tax Act Service Tax 1.31 16.11.1997 to 01.06.1998
Orissa Sales Sales Tax 6.75 Financial Year 2003-2004
Act 1947
Orissa Sales Sales Tax 6.46 Financial Year 2004-2005
Act 1947
UP Trade Tax Act Sales Tax 1547.80 Financial Year 2005-2006
Orissa Sales Sales Tax 2.50 Financial Year 1999-00,
Act 1947 2000-01,2002-03
Name of Statute Forum where the dispute is pending
Uttranchal Trade Tax Act Joint Commissioner
UP Trade Tax Act High Court, Allahabad (UP)
Sales Tax Bhopal High Court, Jabalpur ( MP)
Sales Tax Bhopal Assistant Commissioner, Bhopal
Central Sales Tax Act Commissioner of Commercial Taxes,
Cuttack, Orissa
Central Sales Tax Act Assistant Commissioner of Sales Tax,
Cuttack, Orissa
Central Sales Tax Act Sales Tax Tribunal, Cuttack, Orissa
Orissa Sales Act 1947 Assistant Commissioner of Sales Tax,
Cuttack, Orissa
Orissa Sales Act 1947 Assistant Commissioner of Sales Tax,
Cuttack, Orissa
Rajasthan Sales Tax Act Deputy Commissioner of Commercial Tax,
Rajasthan
Orissa Sales Act 1947 Sales Tax Tribunal, Cuttack, Orissa
Orissa Sales Act 1947 Assistant Commissioner of Sales Tax,
Cuttack, Orissa
Orissa Sales Act 1947 Sales Tax Officer, Cuttack, Orissa
Service Tax Act Service Tax Authorities
Service Tax Act Service Tax Authorities
Orissa Sales Act 1947 Assistant Commissioner of Sales Tax,
Cuttack, Orissa
Orissa Sales Act 1947 Assistant Commissioner of Sales Tax,
Cuttack, Orissa
UP Trade Tax Act Sales Tax Tribunal, Bareli (UP)
Orissa Sales Act 1947 High Court, Allahabad (UP)
x) The accumulated losses of the Company as at March 31, 2010 are not
more than fifty percent of its net worth. The company has incurred cash
losses during the financial year ended on that date. The company has
not incurred cash losses in the immediately preceding financial year.
xi) According to the information and explanation given to us the
company has not defaulted in repayment of dues to the banks. The
company does not have any loan from any financial institution and has
not issued any debentures.
xii) According to the information and explanations given to us and the
records of the Company examined by us, in cases where the company has
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities, adequate documents and records
have been maintained by the company.
xiii) The provisions of any special statute applicable to chit
fund/nidhi/mutual benefit fund/societies are not applicable to the
Company.
xiv) In our opinion, the Company is trading in shares, securities, and
other investments. The company is maintaining separate records of the
transactions and contracts and making timely entries therein. These
shares and other securities are held by the company in its own name.
xv) In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
xvi) The Company has not obtained any term loans during the year.
xvii) According to information and explanations given to us and on an
overall examination of the balance sheet of the company, we report that
no funds raised on short term basis have been used for long term
investment.
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.
xix) The Company has not issued any debentures during the year and
accordingly, no securities have been created.
xx) The Company has not raised any money by public issues during the
year.
xxi) 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
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For T.R. Chadha & Co.
(Firm Regisgration No. 006711N)
Chartered Accountants
(Surender Kumar)
Place: New Delhi Partner
Dated: 4th September, 2010 M. No. 82982