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Auditor Report of Panasonic Appliances India Company Ltd. Company
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Auditor Report of Panasonic Appliances India Company Ltd.

Mar 31, 2015

Report on the Financial Statements

1. We have audited the accompanying financial statements of Panasonic Appliances India Company Limited (formerly Panasonic Home Appliances India Company Limited) ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

4. 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.

5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

6. 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

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of Affairs of the Company as at 31st March, 2015, and its Profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. 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, to the extent applicable.

9. As required by Section 143 (3) of the Act, we report that:

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

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

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

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

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 26(i) 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.; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure referred to in paragraph 5 of our report of even date

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

b) The company has a programme of verification of fixed assets whereby all the fixed assets are physically verified by the management over a period of three years in a phased manner which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification in respect of assets verified during the year.

2. a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) 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) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

3. In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. There is no continuing failure to correct major weaknesses in internal control system.

5. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder, wherever applicable and the directives issued by the Reserve Bank of India, wherever applicable, with regard to deposits accepted from the public. According to the explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

6. We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148(1)of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

7. According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-Tax, Value Added Tax, Service Tax, Custom Duty, Excise-Duty, Cess applicable to it. There are no outstanding statutory dues as at 31st March 2015 for a period of more than six months from the date they became payable.

8. Based on our audit procedures and on the information and explanations given by the Management, there are no dues outstanding in respect of excise duty, income tax, wealth tax, and cess on account of any dispute. The details of disputed customs duty, service tax and sales tax that have not been deposited with the appropriate authorities are as follows:

9. According to the information and explanations given to us, the amounts which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder have been transferred to such fund within time.

10. The accumulated losses of the company as at the end of the financial year are more than 50% of networth of the company. The company has not incurred cash losses during the financial year ended 31st March, 2015 and has incurred cash losses in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks. The company has not obtained any borrowings from any financial institutions or by way of debentures.

12. The company has not given any guarantee for loans taken by others from banks or financial institutions.

13. On the basis of review of utilisation of funds on overall basis the term loans taken by the company were applied for the purposes for which the loans were obtained.

14. Based upon the audit procedures performed and information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the year.

For Brahmayya & Co.,

Chartered Accountants

Firm Regn No: 000511S

R.Nagendra Prasad

Place: Chennai Partner

Date: June 05, 2015 Membership No: 203377


Mar 31, 2014

1. We have audited the accompanying financial statements of M/s. Panasonic Appliances India Company Limited ( formerly Panasonic Home Appliances India Company Limited ) ("the Company ) which comprise the Balance Sheet as at 31 March 2014, the Profit and Loss Statement and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 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

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

4. 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:

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31 March 2014;

(ii) in the case of the Profit and Loss Statement, of the Loss for the year ended on that date; and

(iii) 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

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

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

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c. the Balance Sheet, the Profit and Loss Statement and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Profit and Loss Statement and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

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

Annexure referred to in paragraph 5 of our report of even date

1. The provisions of Clauses of Paragraph 4 of the Companies (Auditor''s Report) Order, 2003 listed below are not applicable to the Company for the year:

a) Clause (vi) regarding acceptance of deposits since no deposits accepted from public during the year;

b) Clause (xii) regarding loans granted against pledge of shares and securities etc., since no loans have been granted by the company during the year;

c) Clause (xiii) regarding special statute applicable to Chit Funds and Nidhis/Mutual Benefit Fund and Societies since the company has not carried on such business;

d) Clause (xiv) regarding dealing or trading in shares, securities etc. since the company did not carry on such activities during the year;

e) Clause (xix) regarding creation of securities in respect of debentures since no debentures issued during the year; and

f) Clause (xx) regarding money raised by public issue and its end use since no money was raised by public issue during the year

2. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the management during the year based on the programme of verifying all the assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification. During the year, there was no substantial disposal of fixed assets affecting the status of the company as a going concern.

3. Physical verification of inventory has been conducted by the Management at reasonable intervals. 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. The company is maintaining proper records of its inventory and the discrepancies noticed on verification between the physical stocks and the book records were not material and have been adequately dealt with in the books of account.

4. (a) In our opinion and according to the information and explanations given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

6. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

7. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time.

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

9. We have broadly reviewed the cost records maintained by the Company prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records maintained by the company.

10. According to the records of the company, the company has been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax/VAT, wealth-tax, service tax, custom duty, excised-duty, cess and other statutory dues with the appropriate authorities during the year. We are informed that there are no amounts due or outstanding to be transferred to Investor Education and Protection Fund. There are no undisputed amounts payable in respect of statutory dues, which are outstanding as at 31st March, 2014 for a period of more than six months from the date they become payable.

11. Based on our audit procedures and on the information and explanations given by the Management, there are no dues outstanding in respect of excise duty, income tax, wealth tax and cess on account of any dispute. The details of disputed taxes that have not been deposited with the appropriate authorities are as follows:

Nature of Dues Amount (in Rs.) Forum where dispute is pending

Sales Tax demands 2,20,582 Assistant Commissioner of Sales for the financial Tax (Appeals), Kolkata years 2001-2002 and 2002-03

Sales Tax demands 44,03,673 Senior Joint Commissioner of for the financial Commercial Taxes, Kolkata years 2010-2011

Sales Tax demands 2,37,650 Maharastra Sales Tax Appellate for the financial Tribunal, Mumbai years 2008-2009

Sales Tax demands 1,45,66,603 Additional Commissioner, for the financial Trade and Taxes, New Delhi years 2008-2009

Service tax demands 66,05,651 Commissioner of Central Excise (Appeals), Chennai

Customs duty demand 30,13,811 Commissioner of Customs (Appeals), Chennai

12. The accumulated losses of the company as at the end of the financial year are more than 50% of net worth of the company. The company has incurred cash losses during the financial year ended 31st March, 2014 and in the immediately preceding financial year.

13. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks. The company has not obtained any borrowings from any financial institutions or by way of debentures.

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

15. On the basis of the review of utilization of funds, the term loans taken by the company were applied for purposes for which the loans were obtained.

16. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis prima face, have not been used during the year for long term investment.

17. According to the information and explanations given to us, the company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year. In our opinion, and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the company

18. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year.

For BRAHMAYYA & CO., Chartered Accountants Firm Registration No.000511S

Place : Chennai R.NAGENDRA PRASAD Date : May 30, 2014 Partner Membership No.: 203377


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of M/s. Panasonic Appliances India Company Limited ( formerly Panasonic Home Appliances India Company Limited ) ("the Company") which comprise the Balance Sheet as at 31st March 2013, the Profit and Loss Statement and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

4. 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:

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2013;

(ii) in the case of the Profit and Loss Statement, of the Loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Emphasis of Matter

5. We draw attention to Note No.42 of Notes to Financial Statements. The Management has revised the financial statements which were approved by the Board of Directors on 30th May 2013 to give effect to ''the Scheme of Arrangement'' as sanctioned by the Hon''ble High Court of Madras. We have considered the revised Financial Statements after giving effect to adjustments as envisaged in ''the Scheme of Arrangement'', and have issued this revised report dated 3rd December 2013 in supersession of our earlier report dated 30th May 2013. There are, however, no change in the report except for Para 12 of Annexure which requires us to report on whether accumulated losses are not less than 50% of networth. We have modified our revised report to state that the accumulated losses are less than 50% of the networth. We state that our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

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

e) on the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE REFERRED TO IN PARAGRAPH 6 OF OUR REPORT OF EVEN DATE

1. The provisions of Clauses of Paragraph 4 of the Companies (Auditor''s Report) Order, 2003 listed below are not appli- cable to the Company for the year:

a) Clause (vi) regarding acceptance of deposits since no deposits accepted from public during the year;

b) Clause (xii) regarding loans granted against pledge of shares and securities etc., since no loans have been granted by the Company during the year;

c) Clause (xiii) regarding special statute applicable to Chit Funds and Nidhis/Mutual Benefit Fund and Societies since the Company has not carried on such business;

d) Clause (xiv) regarding dealing or trading in shares, securities etc. since the Company did not carry on such activities during the year;

e) Clause (xix) regarding creation of securities in respect of debentures since no debentures issued on which security required to be created during the year; and

f) Clause (xx) regarding money raised by public issue and its end use since no money was raised by public issue during the year

2. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the management during the year based on the programme of verifying all the assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification. During the year, there was no substantial disposal of fixed assets affecting the status of the Company as a going concern.

3. Physical verification of inventory has been conducted by the Management at reasonable intervals. 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. The Company is maintaining proper records of its inventory and the discrepancies noticed on verification between the physical stocks and the book records were not material and have been adequately dealt with in the books of account.

4. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

6. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

7. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act and exceeding the value of Rs.5,00,000/- in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time.

8. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

9. We have broadly reviewed the cost records maintained by the Company prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956, and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records maintained by the Company.

10. According to the records of the Company, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales-tax/VAT, Wealth-tax, Service tax, Custom duty, Excise duty, cess and other statutory dues with the appropriate authorities during the year. We are informed that there are no amounts due or outstanding to be transferred to investor education protection fund. There are no undisputed amounts payable in respect of statutory dues, which are outstanding as at 31st March 2013 for a period of more than six months from the date they become payable.

11. Based on our audit procedures and on the information and explanations given by the Management, there are no dues outstanding in respect of excise duty, income tax, wealth tax and cess on account of any dispute. The details of disputed taxes that have not been deposited with the appropriate authorities are as follows:

12. The accumulated losses of the Company as at the end of the financial year is less than 50% of networth of the Company. The Company has incurred cash losses during the financial year ended 31st March, 2013 and in the immediately preceding financial year.

13. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has not obtained any borrowings from any financial institutions or by way of Debentures.

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

15. On the basis of the review of utilization of funds, the term loans taken by the Company were applied for purposes for which the loans were obtained.

16. According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis prima face, have not been used during the year for long term investment.

17. According to the information and explanations given to us, the Company has made preferential allotment of shares / Compulsory Convertible Debentures to parties and companies covered in the register maintained under section 301 of the Act during the year. In our opinion, and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the Company.

18. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For BRAHMAYYA CO.,

Chartered Accountants

Firm Reg.No.000511S

R.Nagendra Prasad

Place : Chennai Partner

Membership No.203377

Date : 03rd December 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Panasonic Home Appliances India Co. Ltd as at 31st March 2012, and also the Profit and Loss Statement and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

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

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

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

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

(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2012;

(b) in the case of the Profit and Loss Statement, 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. The provisions of Clauses of Paragraph 4 of the Companies (Auditor's Report) Order, 2003 listed below are not applicable to the Company for the year:

a) Clause (vi) regarding acceptance of deposits;

b) Clause (viii) regarding maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956;

c) Clause (xii) regarding loans granted against pledge of shares and securities etc.,;

d) Clause (xiii) regarding special statute applicable to Chit Funds and Nidhis/Mutual Benefit Fund and Societies;

e) Clause (xiv) regarding dealing or trading in shares, securities etc.;

f) Clause (xviii) regarding preferential allotment of shares to specified parties;

g) Clause (xix) regarding creation of securities in respect of debentures; and

h) Clause (xx) regarding money raised by public issue and its end use

2. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the management during the year based on the programme of verifying all the assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification. During the year, there was no substantial disposal of fixed assets affecting the status of the company as a going concern.

3. Physical verification of inventory has been conducted by the Management at reasonable intervals. 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. The company is maintaining proper records of its inventory and the discrepancies noticed on verification between the physical stocks and the book records were not material and have been adequately dealt with in the books of account.

4. (a) In our opinion and according to the information and explanations given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

6. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

7. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time.

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

9. According to the records of the company, the company has been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax/VAT, wealth-tax, service tax, custom duty, excised- duty, cess and other statutory dues with the appropriate authorities during the year. We are informed that there are no amounts due or outstanding to be transferred to investor education protection fund. There are no undisputed amounts payable in respect of statutory dues, which are outstanding as at 31st March, 2012 for a period of more than six months from the date they become payable.

10. Based on our audit procedures and on the information and explanations given by the Management, there are no dues outstanding in respect of excise duty, customs duty, income tax, service tax, wealth tax and cess on account of any dispute. The details of disputed taxes that have not been deposited with the appropriate authorities are as follows:

Nature of Dues Amount (in Rs.) Forum where dispute is pending

Sales Tax demands for the financial years 2,20,582 Assistant Commissioner of Sales Tax(Appeals), 2001-2002 and 2002-03 Kolkata

11. The accumulated losses of the company as at the end of the financial year is less than 50% of networth of the company. The company has incurred cash losses during the financial year ended 31st March, 2012 and has not incurred cash losses in the immediately preceding financial year.

12. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks. The company has not obtained any borrowings from any financial institutions or by way of debentures.

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

14. On the basis of the review of utilization of funds, the term loans taken by the company were applied for purposes for which the loans were obtained.

15. According to the information and explanation given to us and on a overall examination of the Balance Sheet of the company,we report that funds raised on short-term basis amounting to Rs. 2.50 Croresfrom banks have been used for long-term investment by the company.

16. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit. For BRAHMAYYA & CO.

Chartered Accountants

(Firm's Reg.No.000511S)

(R.Nagendra Prasad),

Place : Chennai Partner

Date : June 06, 2012 Membership No.203377


Mar 31, 2011

1. We have audited the attached Balance Sheet of Panasonic Home Appliances India Co. Limited, as at 31st March 2011, and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

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

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

(v) On the basis of written representations received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2011;

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. The provisions of Clauses of Paragraph 4 of the Companies (Auditor's Report) Order, 2003 listed below are not applicable to the Company for the year:

a) Clause (vi) regarding acceptance of deposits;

b) Clause (viii) regarding maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956;

c) Clause (xii) regarding loans granted against pledge of shares and securities etc.,;

d) Clause (xiii) regarding special statute applicable to Chit Funds and Nidhis/Mutual Benefit Fund and Societies;

e) Clause (xiv) regarding dealing or trading in shares, securities etc.;

f) Clause (xviii) regarding preferential allotment of shares to specified parties;

g) Clause (xix) regarding creation of securities in respect of debentures; and h) Clause (xx) regarding money raised by public issue and its end use

2. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the management during the year based on the programme of verifying all the assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification. During the year, there was no substantial disposal of fixed assets affecting the status of the company as a going concern.

3. Physical verification of inventory has been conducted by the Management at reasonable intervals. 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. The company is maintaining proper records of its inventory and the discrepancies noticed on verification between the physical stocks and the book records were not material and have been adequately dealt with in the books of account.

4. (a) In our opinion and according to the information and explanations given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. (b) In our opinion and according to the information and explanations given to us, the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

6. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

7. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- in respect of any party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time.

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

9. According to the records of the company, the company has been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax/VAT, wealth-tax, service tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities during the year. We are informed that there are no amounts due or outstanding to be transferred to investor education and protection fund. There are no undisputed amounts payable in respect of statutory dues, which are outstanding as at 31st March, 2011 for a period of more than six months from the date they become payable.

10. Based on our audit procedures and on the information and explanations given by the Management, there are no dues outstanding in respect of excise duty, customs duty, wealth tax and cess on account of any dispute. The details of disputed income tax, sales tax and service tax that have not been deposited with the appropriate authorities are as follows:_

Nature of Dues Amount (inRs.) Forum where dispute is pending

Sales Tax demands for the financial year 220,582 Assistant Commissioner of Sales Tax (Appeals) Kolkata 2001-2002 and 2002-2003

Income Tax demands for the 3,946,091 Income Tax Appellate Tribunal Assesment year 2003-2004

Income Tax demands for the 296,348 Commissioner of Income Tax (Appeals) Assessment year 2004-2005

Service Tax Liability on the Royalty Payment 2,100,041 Service Tax Appellate Authorities, Chennai

11. The company has no accumulated losses as at the end of the financial year. The company has not incurred any cash losses during the current and the immediately preceding financial year.

12. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks. The company has not obtained any borrowings from any financial institutions or by way of debentures.

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

14. On the basis of the review of utilization of funds, the term loans taken by the company were applied for purposes for which the loans were obtained.

15. According to the information and explanation 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 by the Company.

16. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For BRAHMAYYA CO.,

Chartered Accountants

Firm Reg.No.000511S

R.Nagendra Prasad

Place : Chennai Partner

Date : 29th July 2011 Membership No.203377


Mar 31, 2010

1. We have audited the attached Balance Sheet of Panasonic Home Appliances India Company Limited, as at March 31, 2010, and also the Profit and Loss account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 from 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

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

(iv) In our opinion, the Balance sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting standards Referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. (vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting Principles generally accepted in India;

(a) In the case of the Balance Sheet, of the state of Affairs of the Company as at March 31, 2010;

(b) In the case of the Profit and Loss Account, the profit for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. The provisions of Clauses of paragraph 4 of the Companies (Auditors Report) Order, 2003 listed below are not applicable to the Company for the year:

a) Clause (vi) regarding acceptance of deposits.

b) Clause (viii) regarding maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956;

c) Clause (xii) regarding loans granted against pledge of shares and securities etc., .

d) Clause (xiii) regarding special statute applicable to Chit Fund and Nidhis / Mutual Benefit Fund and Societies;

e) Clause (xiv) regarding dealing or trading in shares, securities etc;

f) Clause (xviii) regarding preferential allotment of shares to specified parties;

g) Clause (xix) regarding creation of securities in respect of debentures; and h) Clause (xx) regarding the money raised by public issue and its end use.

2. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed Assets have been physically verified by the management during the year based on the programme of verifying all the assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification. During the year there was no substantial disposal of fixed assets affecting the status of the Company as a going concern.

3. Physical verification of inventory has been conducted by the Management at reasonable intervals. The procedures of physical verification of the inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of its inventory and the discrepancies noticed on verification between the physical stocks and the book records were not material and have been adequately deait with in the books of account.

4. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loan,

secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loan secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanation given to us, there are adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

6. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions need to be entered in to the register maintained under section 301 of the Companies Act 1956 have been so entered.

7. In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000/- in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

8 In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

9. According to the records of the Company, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Value Added Tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year. We are informed that the Company is exempt from the provision of Employees State Insurance Act (ESI) and there are no amounts due or outstanding to be transferred to Investors Education and Protection Fund. There are no undisputed amounts payable in respect of statutory dues, which are outstanding as at March 31, 2010 for a period of more than six months from the date they become payable.

10. Based on our audit procedures and on the information and explanations given by the Management, there are no dues outstanding in respect of Excise Duty, Custom Duty, Wealth Tax and Cess on account of any dispute. The detailed of disputed income tax, sales tax and service tax that have not been deposited with appropriate authorities are as follows.

Nature of Dues Amount (in Rs.) Forum where dispute is pending

Sales Tax demands for the financial year 2,20,582 Assistant Commissioner of Sales Tax (Appeals) 2001-2002 and 2002-2003 Kolkata

Sales Tax demands for the financial 1,03,817 Commissioner of Sales Tax - Mumbai

years 2002-03 and 2003-04 Income Tax demands for the 2,96,348 Income Tax Appellate Tribunal, Chennai Assessment year 2004-05

Service Tax Liability on the Royalty Payment 21,00,041 Service Tax Appellate Authorities, Chennai

11. The Company has no accumulated losses as at the end of the financial year. The Company has not incurred any cash losses during the current and the immediately preceding financial year.

12. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has not obtained any borrowings from any financial institutions or by way of debentures.

13. 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.

14. On the basis of the review of utilisation of funds, the term loans taken by the Company were applied for purposes for which the loans were obtained

15. No funds raised on short term basis have been used for long term investment by the Company.

16. Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For BRAHMAYYA & CO.,

Chartered Accountants.

Firm Registration No. 000511 S

R.Nagendra Prasad

Place : Chennai Partner

Date : May 07,2010 Membership No.203377



 
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