Mar 31, 2015
We have audited the accompanying financial statements of Pentokey
Organy (India) Limited (''the Company''), which comprise the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect
to the preparation and presentation 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
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and 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 accounting policies used and the reasonableness of
the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its loss and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 (''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.
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;
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 as at
March 31, 2015 on its financial position in its financial statements -
Refer Note 27 and Note 28;
ii. there are no material foreseeable losses arising out of any
long-term contracts for which provision is required to be made under
any law or accounting standards. The Company has not entered into any
long term derivative contracts.; and
iii. the Company do not have any outstanding amount to be transferred
to the Investor Protection and Education Fund.
Annexure to Independent Auditors' Report
(Referred to in Paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date)
i. In respect of its fixed assets:
(a) The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets on the basis of available information.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all items 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 assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies have been noticed on such verification.
ii. In respect of its inventories:
(a) The management has conducted physical verification of inventory at
reasonable intervals during the year.
(b) In our opinion and according to the information and explanation
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 nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii. The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Therefore, the provisions of Clause
3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to
the Company.
iv. In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventory and Fixed assets and the sale of goods. During the course of
our audit, we have neither come across nor have been informed of any
continuing failure to correct major weaknesses in aforesaid internal
control systems.
v. In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public.
Therefore, the provisions of the clause 3 (v) of the Order are not
applicable to the Company.
vi. We have broadly reviewed the books of accounts and records
maintained by the Company pursuant to the Companies (Cost Records and
audit) Rules, 2014 prescribed by the Central Government under sub
section (1) of section 148 of the Act and are of the opinion that prima
facie the prescribed accounts and records have been made and
maintained. The content of these accounts and records have not been
examined by us.
vii. In respect of statutory dues :
(a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident fund, Employees' State Insurance,
Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise
duty, Value added tax, Cess, Professional tax and other material
statutory dues have been generally regularly deposited during the year
by the Company with the appropriate authorities. According to the
information and explanations given to us, no undisputed amounts payable
in respect of Provident Fund, Employees' State Insurance, Income tax,
Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Value
added tax, Cess, Professional tax and other material statutory dues
were in arrears as at March 31, 2015 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 dues of Provident Fund, Employees' State Insurance ,Income tax,
Wealth tax, Value added tax, Customs duty, Excise duty, Professional
tax and Cess which have not been deposited with the appropriate
authorities on account of any dispute. The particulars of dues of sales
tax, service tax, as at March 31, 2015 which have not been deposited on
account of dispute are as under:
Sr. Name of the Nature of Dues Amount
No. Statute (Rs.in Lacs)
1 Bombay Rectified Transport Fees 103.24
Spirit (Transport in
Bond) Rules, 1957
2 Bombay Sales Sales Tax dues 7.81
Tax Act,1959
3 Bombay Sales Tax Sales Tax and 193.96
Act,1959 and Central Sales
Central Sales Tax Tax
Act, 1956
4 Bombay Sales Tax Sales Tax and 85.48
Act,1959 and Central Sales
Central Sales Tax Tax dues
Act, 1956
5 Central Excise Penalty 13.90
Act,1944
Sr. Name of the Financial Year Forum where
No. Statute to which it Pertains Dispute is pending
1 Bombay Rectified 2002-2007 High Court
Spirit (Transport in
Bond) Rules, 1957
2 Bombay Sales 1994-1995 Joint Commissioner
Tax Act,1959 of Sales Tax Appeal)
3 Bombay Sales Tax 2003-2004 Maharashtra Sales
Act,1959 and Tax Tribunal
Central Sales Tax
Act, 1956
4 Bombay Sales Tax 2004-2005 Joint Commissioner
Act,1959 and of Sales Tax (Appeal)
Central Sales Tax Tax
Act, 1956
5 Central Excise 2008-09 to 2014-15 Commissioner of
Act,1944 Central Excise - Pune
(c) The Company does not have any outstanding amount to be transferred
to the Investor Protection and Education Fund.
viii. The Company does have accumulated losses as at the end of the
financial year. The Company has incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
ix. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
bank during the year. The Company does not have any borrowings from any
financial institution and it has not issued any debentures.
x In our opinion and according to the information and explanations
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions. Accordingly, the
provisions of Clause 3(x) of the Order are not applicable to the
Company.
xi. The Company has not raised new term loans during the year. The term
loans outstanding at the beginning of the year have been applied for
the purposes for which they were raised.
xii. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For Desai Saksena & Associates
Chartered Accountants
(Firm's Registration No: 102358W)
Place: Mumbai S.N.Desai
Date: 19th May, 2015 Partner
Membership No: 32546
Mar 31, 2014
We have audited the accompanying financial statements of Pentokey
Organy (India) Limited ("the Company") which comprise the Balance Sheet
as at March 31, 2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India including
Accounting Standards referred to in sub-section (3C) of section 211
(which continue to be applicable in respect of Section 133 of the
Companies Act, 2013 in terms of General Circular 15/2013 dated 13th
September, 2013 of the Ministry of Corporate Affairs) of the Companies
Act, 1956 ("the Act"). This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the 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 of the effectiveness of the Company''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 aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
(a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) In the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and
(c) In the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, the Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
referred to in sub-section (3C) of section 211 (which continue to be
applicable in respect of Section 133 of the Companies Act, 2013 in
terms of General Circular 15/2013 dated 13th September, 2013 of the
Ministry of Corporate Affairs) of the Act;
e) On the basis of written representations received from the Directors
as on March 31, 2014 and taken on record by the Board of Directors,
none of the Directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
Annexure to Independent Auditors'' Report
Referred to in Paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date
i. In respect of its fixed assets:
(a) The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets on the basis of available information.
(b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
(c) In our opinion, during the year, the Company has not disposed off a
substantial part of the fixed assets and in our opinion the going
concern status of the Company is not affected.
ii. In respect of its inventories:
a) As explained to us, inventories of raw materials, finished goods
were physically verified during the year by the Management.
b) In our opinion and according to the information and explanation
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 nature of its business.
c) The company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventories as compared to the book records.
iii. In respect of loans, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956:
a) According to the information and explanations given to us, the
Company has not granted any loans, secured or
unsecured, to companies, firms or other parties listed in the Register
maintained under section 301 of the Companies Act, 1956. As the Company
has not granted any loans, secured or unsecured to the parties listed
in the Register maintained under section 301 of the Companies Act 1956,
paragraphs (iii) (b), (c) and (d) of the Order are not applicable.
b) According to the information and explanation given to us, the
Company has not taken any loans, secured or unsecured, from Companies,
firms or other parties listed in the Register maintained under section
301 of Companies Act, 1956. As the Company has not taken any loans,
secured or unsecured from parties listed in the Register mentioned
under section 301 of Companies Act, 1956, paragraphs (iii) (f) and (g)
of the order are not applicable.
iv. In our opinion, and according to the information and explanation
given to us, having regard to the explanation, except that some of the
items purchased are of a special nature and suitable alternative
sources do not exist for obtaining comparable quotations, there are
adequate internal control systems commensurate with the size of the
Company and the nature of its business for the purchase of inventory,
fixed assets and sale of goods. During the course of our audit, we have
not observed any major weaknesses in such internal control systems.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956;
(a) In our opinion and according to the information and explanations
given to us, since, there was no contract or arrangement during the
year with the parties covered under Register maintained under section
301 of the Companies Act, 1956, therefore, the provisions of clause
4(v) (a) of Companies (Auditor''s Report) Order 2003 are not applicable
to the Company.
(b) In our opinion and according to the information and explanations
given to us, as there are no contracts or agreements that need to be
entered into register maintained under section 301 Companies Act 1956,
therefore the provisions of clause 4(v) (b) of Companies (Auditor''s
Report) Order 2003 are not applicable to the Company.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public.
Therefore, the provisions of clause 4(vi) of Companies (Auditor''s
Report) Order 2003 are not applicable to the Company.
vii. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and the nature of its
business.
viii. We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
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 and are being made up. We
have, however, not made a detailed examination of the cost records with
a view to determine whether they are accurate or complete.
ix. In respect of statutory dues :
(a) According to the information, explanations and records of the
Company in respect of statutory and other dues, the Company, has been
generally regular in depositing undisputed statutory dues, including
Provident Fund, Employees'' State Insurance, Sales Tax, Custom Duty,
Excise Duty, Cess, Service Tax and any other statutory dues, applicable
to it, with the appropriate authorities. According to information and
explanation given to us, no undisputed amounts payable in respect of
the aforesaid dues were in arrears as at 31st March 2014 for a period
more than six months from the date of becoming payable, other than
Minimum Alternative Tax (MAT).
Board for Industrial and Financial Reconstruction (BIFR) vide its order
dated 26th September 2007 and vide its deregistration Order dated 16th
October 2009 has granted relief to the Company from payment of MAT
payable under section 115JB of the Income Tax Act, 1961. Accordingly,
the Company has not provided for the said liability.
(b) According to the explanation given to us, the disputed statutory
dues aggregating Rs. 394.74 lacs, that have not been deposited on account
of disputed matters pending before appropriate authorities are as
under:
Sr.
No. Name of the Nature of Dues Financial Year
Statute to which it Pertains
1 Bombay Rectified Transport Fees 2002-2007
Spirit (Transport in
Bond) Rules, 1957
2 Bombay Sales Sales Tax 1994-1995
Tax Act,1959
3 Bombay Sales Tax Sales Tax and 2003-2004
Act,1959 and Central Sales
Central Sales Tax Tax
Act, 1956
4 Bombay Sales Tax Sales Tax and 2004-2005
Act,1959 and Central Sales
Central Sales Tax Tax dues
Act, 1956
5 Central Excise Penalty 2008-09 to 2010-11
Act,1944
Name of the Statute Forum where Amount
Dispute is pending (Rs. in Lacs)
Bombay Rectified
Spirit (Transport in
Bond) Rules, 1957 High Court 103.24
Bombay Sales Tax Act,1959 Joint Commissioner 7.81
of Sales Tax (Appeal)
Bombay Sales Tax Act,1959 Maharashtra Sales 193.96
and Central Sales Tax
Act, 1956 Tax Tribunal
Bombay Sales Tax Act,1959
and Central Sales Tax
Act, 1956 Joint Commissioner 85.48
of Sales Tax (Appeal)
Central Excise
Act,1944 Commissioner of 4.25
Central Excise - Pune
Total 394.74
x. The Company does not have accumulated losses as at the end of the
financial year. The Company has incurred cash losses during the
financial year covered by the audit. The Company has not incurred cash
losses during the immediately preceding financial year.
xi. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in the repayment of dues to financial institutions or
banks.
xii. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.
xiii. In our opinion, the Company is not a chit fund /nidhi/mutual
benefit fund/society. Therefore the provisions of clause 4(xiii) of
Companies (Auditor''s Report) Order 2003 are not applicable to the
Company.
xiv. According to information and explanations given to us, we are of
the opinion that the Company is not trading in shares, debentures and
other investments. Therefore, the provisions of clause 4(xiv) of
Companies (Auditor''s Report) Order 2003 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 guarantees for loans taken
by others from banks or financial institutions.
xvi. In our opinion and according to the information and explanations
given to us, on an overall basis, the term loans have been generally
applied for the purposes for which they were obtained.
xvii. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, prima
facie, we are of the opinion that no funds raised on short-term basis
have been used for long-term investments.
xviii. According to the information and explanations given to us, the
Company has not made preferential allotment of shares during the
accounting year.
xix. According to the information and explanations given to us, the
Company has not issued any debentures; hence the question of creation
of securities or charge does not arise.
xx. The Company has not raised any monies by way of public issue
during the year.
xxi. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.
For Desai Saksena & Associates
Chartered Accountants
(Firm''s Registration No: 102358W)
Place: Mumbai Alok K. Saksena
Date: 29th May, 2014 Partner
Membership No: 35170
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Pentokey
Organy (India) Limited ("the Company") which comprise the Balance Sheet
as at 31 st March, 2013, the Statement of Profit and Loss and Cash Flow
Statement for the year ended and a summary of significant accounting
policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India including
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
(a) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st 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 the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, the Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Act;
e) On the basis of written representations received from the Directors
as on 31st March, 2013, and taken on record by the Board of Directors,
none of the Directors are disqualified as on 31st March, 2013, from
being appointed as a Director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
Annexure to Auditors'' Report
Referred to in Paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date
i. In respect of its fixed assets:
(a) The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets on the basis of available information.
(b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
(c) In our opinion, during the year, the Company has not disposed off a
substantial part of the fixed assets and in our opinion on going
concern status of the Company is not affected.
ii. In respect of its inventories:
a) As explained to us, inventories of raw materials, finished goods
were physically verified during the year by the Management.
(b) In our opinion and according to the information and explanation
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 nature of its business.
(c) The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventories as compared to the book records.
iii. In respect of loans, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956:
(a) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies,
firms or other parties listed in the Register maintained under Section
301 of the Companies Act, 1956. As the Company has not granted any
loans, secured or unsecured to the parties listed in the Register
maintained under Section 301 of the Companies Act, 1956 paragraphs
(iii) (b), (c) and (d) of the Order are not applicable.
(b) According to the information and explanations given to us, the
Company has taken interest bearing loan from a party listed in the
Register maintained under Section 301 of the Companies Act, 1956. The
maximum amount outstanding at any time during the year and the year end
balance and the maximum amount outstanding at any time during the year
in respect of the said loan is Rs. 900 lacs respectively.
(c) In our opinion and according to the information and explanations
given to us, other terms and conditions of such loans taken by the
Company are prima facie not prejudicial to the interest of the Company.
(d) There is no repayment schedule in respect of the said loan.
iv. In our opinion, and according to the information and explanation
given to us, having regard to the explanation, except that some of the
items purchased are of a special nature and suitable alternative
sources do not exist for obtaining comparable quotations, there are
adequate internal control systems commensurate with the size of the
Company and the nature of its business for the purchase of inventory,
fixed assets and sale of goods. During the course of our audit, we have
not observed any major weaknesses in such internal control systems.
v In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956;
(a) In our opinion and according to the information and explanations
given to us, since, there were no transactions of sale and purchase
during the year with the parties covered under Register maintained
under Section 301 of the Companies Act, 1956 therefore, the provisions
of clause 4(v) (a) of Companies (Auditor''s Report) Order 2003 are not
applicable to the Company.
(b) In our opinion and according to the information and explanations
given to us, as there are no contracts or agreements that need to be
entered into register maintained under Section 301 Companies Act 1956,
therefore the provisions of clause 4(v) (b) of Companies (Auditor''s
Report) Order 2003 are not applicable to the Company.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public.
Therefore, the provisions of clause 4(vi) of Companies (Auditor''s
Report) Order 2003 are not applicable to the Company.
vii. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and the nature of its
business.
viii. We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
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 and are being made up. We
have, however, not made a detailed examination of the cost records with
a view to determine whether they are accurate or complete.
ix. In respect of statutory dues :
(a) According to the information, explanations and records of the
Company in respect of statutory and other dues, the Company, has been
generally regular in depositing undisputed statutory dues, including
Provident Fund, Employees'' State Insurance, Sales Tax, Custom Duty,
Excise Duty, Cess, Service Tax and any other statutory dues, applicable
to it, with the appropriate authorities during the year other than
Minimum Alternative Tax (MAT)
(b) BIFR vide its Order dated 26th September, 2007 and vide its
deregistration Order dated 16th October, 2009 has granted relief to the
Company from payment of MAT payable under Section 115JB of the Income
Tax Act, 1961. Accordingly the Company has not provided for the said
liability.
(c) According to the explanation given to us, the disputed statutory
dues aggregating Rs. 390.49 lacs, that have not been deposited on account
of disputed matters pending before appropriate authorities are as
under:
Sr.
No. Name of the Nature of Dues Financial Year
Statute to which it Pertains
1 Bombay Rectified Transport Fees 2002-2007
Spirit (Transport in
Bond) Rules, 1957
2 Bombay Sales Sales Tax 1994-1995
Tax Act, 1959
3 Bombay Sales Tax Sales Tax 2003-2004
Act,1959and and Central Sales
Central Sales Tax Tax
Act, 1956
4 Bombay Sales Tax Sales Tax 2004-2005
Act, 1959 and and Central Sales
Central Sales Tax Tax
Act, 1956
Name Forum where Amount
Dispute is pending (Rs.in Lacs)
Bombay Rectified High Court 103.24
Bombay Rectified Joint Commissioner 7.81
of Sales Tax (Appeal)
Bombay Rectified Maharashtra Sales 193.96
Tax Tribunal
Bombay Rectified Joint Commissioner 85.48
of Sales Tax (Appeal)
Total 390.49
x The Company does not have accumulated losses as at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
xi. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in the repayment of dues to financial institutions or
banks.
xii. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.
xiii. In our opinion, the Company is not a chit fund/nidhi/mutual
benefit fund/society. Therefore the provisions of clause 4(xiii) of
Companies (Auditor''s Report) Order 2003 are not applicable to the
Company.
xiv. According to information and explanations given to us, we are of
the opinion that the Company is not trading in shares, debentures and
other investments. Therefore, the provisions of clause 4(xiv) of
Companies (Auditor''s Report) Order 2003 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 guarantees for loans taken
by others from banks or financial institutions.
xvi. In our opinion and according to the information and explanations
given to us, on an overall basis, the term loans have been generally
applied for the purposes for which they were obtained.
xvii. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, prima
facie, we are of the opinion that no funds raised on short-term basis
have been used for long-term investments.
xviii. According to the information and explanations given to us, the
Company has not made preferential allotment of shares during the
accounting year.
xix. According to the information and explanations given to us, the
Company has not issued any debentures; hence the question of creation
of securities or charge does not arise.
xx The Company has not raised any monies by way of public issue during
the year.
xxi. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.
For Desai Saksena & Associates
Chartered Accountants
(Firm''s Registration No: 102358W)
Place: Mumbai Alok K. Saksena
Date: 23rd May, 2013 Partner
Membership No: 35170
Mar 31, 2012
1. We have audited the attached Balance Sheet of PENTOKEY ORGANY
(INDIA) LIMITED, as at 31st March, 2012, the Statement of Profit and
Loss of the Company and the Cash Flow Statement of the Company 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 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 statements
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 ("the
Order") (as amended) 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 hereto a statement on the matters specified in
paragraph 4 and 5 of the said Order.
4. Further to our comments in the Annexure, referred to in paragraph
3, 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 and 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 and the Statement of Profit and
Loss 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;
e) 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 director in terms of Clause (g) of
sub-Section (1) of Section 274 of the Companies Act, 1956;
f) 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:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012;
ii) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to the Auditors' Report
(Referred to in paragraph 3 of the Auditors' Report of even date)
i. In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) As per the explanation given to us, the Company has designed a
phased programme for the physical verification of its fixed assets and
accordingly, a portion of the fixed assets are verified every year to
cover all the items in reasonable time frame. Pursuant to the said
programme, during the year, a portion of fixed assets of the Company
have been physically verified by the management. As explained to us, no
material discrepancies were noticed on such verification. In our
opinion, the frequency of verification is reasonable having regard to
the size of the Company and the nature of its assets.
(c) In our opinion, during the year the Company has not disposed off
any part of the fixed assets, and in our opinion the going concern
status of the Company is not affected.
ii. In respect of its inventories:
(a) As explained to us, inventories, raw materials and finished goods
were physically verified during the year by the Management. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanation
given to us, the procedures for the physical verification of
inventories followed by the management are reasonable and adequate, in
relation to the size of the Company and nature of its business.
(c) The Company has maintained proper records of its inventories. As
explained to us, there was no material discrepancies noticed on the
physical verification of inventory as compared to the book records.
iii. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956:
(a) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies,
firms or other parties listed in the Register maintained under Section
301 of the Companies Act, 1956. As the Company has not granted any
loans, secured or unsecured to the parties listed in the Register
maintained under Section 301 of the Companies Act, 1956, provisions of
clauses (iii) (b), (iii)(c) and (iii)(d) of Paragraph 4 of the Order
are not applicable.
(b) According to the information and explanations given to us, the
Company has taken interest bearing loan from a party listed in the
Register maintained under Section 301 of the Companies Act, 1956. In
respect of the said loans, the maximum amount outstanding at any time
during the year and the year end balance was Rs. 100 Lacs.
(c) In our opinion and according to the information and explanations
given to us, other terms and conditions of such loans taken by the
Company are prima facie, not prejudicial to the interest of the
Company.
(d) No principal amount was due for repayment during the year.
iv. In our opinion, and according to the information and explanation
given to us, having regard to the explanation, except that some of the
items purchased are of a special nature and suitable alternative
sources do not exist for obtaining comparable quotations; there are
adequate internal control systems which commensurate with the size of
the Company and the nature of its business for the purchase of
inventory, fixed assets and sale of goods. During the course of our
audit, we have not observed any major weaknesses in such internal
control systems.
v In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956,
(a) In our opinion and according to the information and explanations
given to us, there were no transactions of sale & purchase during the
year with the parties covered under register maintained under Section
301 of the Companies Act, 1956.
(b) In our opinion and according to the information and explanations
given to us, as there are no contracts or agreements that need to be
entered into register maintained under Section 301 Companies Act 1956,
provisions of Clause (v)(b) of Paragraph 4 of the Order are not
applicable.
vi. In According to the information and explanations given to us, in
our opinion the Company has complied with the provisions of Section 58A
and 58AA of the Companies Act, 1956 and the rules framed there under.
To the best of our knowledge and according to the information and
explanations given to us, the Company has not received any order under
above-mentioned Sections from the Company Law Board, National Company
Law Tribunal, Reserve Bank of India or any Court or any other Tribunal.
vii. The Company has an adequate internal audit system commensurate
with the size and nature of the business.
viii. We have broadly reviewed the books of accounts maintained by the
Company pursuant to the Rules of the Central Government for maintenance
of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.
We are of the opinion that, prima facie, the prescribed accounts and
records have been maintained and are being made up. We have not
however, made a detailed examination of the said records.
ix. In respect of statutory and other dues,
(a) According to the information, explanations and records of the
Company in respect of statutory and other dues, the Company, subject to
concessions given by Board for Industrial and Financial Reconstruction
(BIFR), has been generally regular in depositing undisputed statutory
dues, including Provident Fund, Employees' State Insurance, Sales Tax,
Custom Duty, Excise Duty, Cess, Service Tax and any other statutory
dues, applicable to it, with the appropriate authorities during the
year. BIFR vide its order dated 26th September, 2007 and vide its
deregistration Order dated 16th October, 2009 has granted relief to the
Company from payment of Minimum Alternative Tax (MAT) payable under
Section 115JB of the Income Tax Act, 196.Accordingly the Company has
not provided for the said liability.
BIFR vide its Order dated 26th September, 2007 and deregistration Order
dated 16th October, 2009 has granted various reliefs and concessions,
including rescheduling of the payment of the statutory dues. As per the
explanation given by the Company, the dues are paid in accordance with
the said order of BIFR.
(b) According to the information and explanation given to us, details
of dues which have not been deposited on account of a dispute are given
below:
Particulars Financial Year to Forum Where Amount
which it Pertains Dispute is pending (Rs. in Lacs)
Transport Fees 2002-2007 High Court 103.24 lacs
Sales Tax 2003-04 Maharashtra Sales
Tax Tribunal 193.96 lacs
x The Company does not have accumulated losses as at 31st March, 2012.
The Company has not incurred any cash losses during the financial year
covered by the audit. The Company has not incurred cash losses
immediately preceding financial year.
xi. Based on our audit procedure and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in the repayment of dues to financial institutions or
banks.
xii. To the best of our knowledge and belief and according to the
information and explanations given to us, in our opinion, the Company
has not granted any loans and advances, on the basis security by way of
pledge of shares, debentures and any other securities.
xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Therefore the provision of Clause 4(xiii) of
Companies (Auditor's Report) Order, 2003 is not applicable to the
Company.
xiv. According to information and explanations given to us, we are of
the opinion that the Company is not trading in shares, debentures and
other investments. Therefore the provision of Clause 4(xiv) of
Companies (Auditor's Report) Order, 2003 is not applicable to the
Company.
xv. In our opinion and according to the information and explanations
given to us, the Company has not given guarantees for loans taken by
others, from banks or financial institutions.
xvi. In our opinion and according to the information and explanations
given to us, on an overall basis, the term loans have been generally
applied for the purposes for which they were obtained.
xvii. According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that no short-term funds have prima facie, been used during
the year for long-term investments.
xviii. According to the information and explanations given to us, the
Company has not made preferential allotment of shares during the
accounting year.
xix. According to the information and explanations given to us, the
Company has not issued any debentures; hence question of creation of
security or charge do not arises.
xx The Company has not raised any money by way of public issue during
the year.
xxi. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.
For Desai Saksena & Associates
Chartered Accountants
(FRN102358W)
Dr. S.N. Desai
Place: Mumbai Partner
Date :28th May, 2012 M.No.32546
Mar 31, 2011
1. We have audited the attached Balance Sheet of PENTOKEY ORGANY
(INDIA) LIMITED, as at 31st March, 2011, the Profit and Loss Account of
the Company and the Cash Flow Statement of the Company 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 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 statements
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 ("the
Order") (as amended) issued by the Central Government of India in terms
of subsection (4A) of Section 227 of the Companies Act, 1956, we
enclose in the Annexure hereto a statement on the matters specified in
paragraph 4 and 5 of the said Order.
4. Further to our comments in the Annexure, referred to in paragraph
3, 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 and Profit and Loss Account and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet and the 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;
e) 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 director in terms of Clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
f) 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:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2011;
ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to the Auditors' Report
(Referred to in paragraph 3 of the Auditors' Report of even date)
i. In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) As per the explanation given to us, the Company has designed a
phased programme for the physical verification of its fixed assets and
accordingly, a portion of the fixed assets are verified every year to
cover all the items in reasonable time frame. Pursuant to the said
programme, during the year, a portion of fixed assets of the Company
have been physically verified by the management. As explained to us, no
material discrepancies were noticed on such verification. In our
opinion, the frequency of verification is reasonable having regard to
the 'size of the Company and the nature of its assets.
(c) In our opinion, during the year the Company has not disposed off
any part of the fixed assets, and in our opinion the going concern
status of the Company is not affected.
ii. In respect of its inventories:
(a) As explained to us, inventories, raw materials and finished goods
were physically verified during the year by the Management. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanation
given to us, the procedures for the physical verification of
inventories followed by the management are reasonable and adequate, in
relation to the size of the Company and nature of its business.
(c) The Company has maintained proper records of its inventories. As
explained to us, there was no material discrepancies noticed on the
physical verification of inventory as compared to the book records.
iii. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956:
(a) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies,
firms or other parties listed in the Register maintained under section
301 of the Companies Act, 1956. As the Company has not granted any
loans, secured or unsecured to the parties listed in the Register
maintained under Section 301 of the Companies Act, 1956, provisions of
clauses (iii)(b), (iii)(c) and (iii)(d) of Paragraph 4 of the Order are
not applicable.
(b) According to the information and explanation given to us, the
Company has not taken any loans, secured or unsecured, from Companies,
firms or other parties listed in the Register maintained under Section
301 of Companies Act, 1956. Since the Company has not taken any loans,
secured or unsecured from parties listed in the Register mentioned
under Section 301 of Companies Act, 1956. provisions of clauses
(iii)(f) and (iii)(g) of Paragraph 4 of the Order are not applicable.
iv. In our opinion, and according to the information and explanation
given to us, having regard to the explanation, except that some of the
items purchased are of a special nature and suitable alternative
sources do not exist for obtaining comparable quotations; there are
adequate internal control systems which commensurate with the size of
the Company and the nature of its business for the purchase of
inventory, fixed assets and sale of goods. During the course of our
audit, We have not observed any major weaknesses in such internal
control systems.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956,
(a) In our opinion and according to the information and explanations
given to us, there were no transactions of sale & purchase during the
year with the parties covered under register maintained under Section
301 of the Companies Act, 1956.
(b) In our opinion and according to the information and explanations
given to us, as there are no contracts or agreements that need to be
entered into register maintained under Section 301 Companies Act 1956,
provisions of clause (v)(b) of Paragraph 4 of the Order are not
applicable.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public.
Therefore, the provisions of clause, (vi) of Paragraph 4 of the Order
are not applicable.
vii. The Company has an adequate internal audit system commensurate
with the size and nature of the business.
viii. We have broadly reviewed the books of accounts maintained by the
Company pursuant to the Rules of the Central Government for maintenance
of Cost Records under Section 209 (1) (d) of the Companies Act, 1956
relating to the manufacture of Acetic Acid. We are of the opinion that,
prima facie, the prescribed accounts and records have been maintained.
We have not however, made a detailed examination of the said records.
ix. In respect of statutory and other dues,
(a) According to the information, explanations and records of the
Company in respect of statutory and other dues, the Company, subject to
concessions given by Board for Industrial and Financial Reconstruction
(BIFR), has been generally regular in depositing undisputed statutory
dues, including Provident Fund, Employees' State Insurance, Sales Tax,
Custom Duty, Excise Duty, Cess, Service Tax and any other statutory
dues, applicable to it, with the appropriate authorities during the
year.
BIFR vide its Order dated 26th September, 2007 and vide its
deregistration Order dated 16th October 2009 has granted relief to the
Company from payment of Minimum Alternative Tax (MAT) payable under
section 115JB of the Income Tax Act, 1961. Accordingly the Company has
not provided for the said liability.
BIFR vide its Order dated 26th September, 2007 and deregistration Order
dated 16th October, 2009 has granted various reliefs and concessions,
including rescheduling of the payment of the statutory dues. As per the
explanation given by the Company, the dues are paid in accordance with
the said order of BIFR.
(b) According to the information and explanation given to us. details
of dues which have not been deposited on account of a dispute are given
below:
Particulars Financial Year to Forum Where Amount
which it Pertains Dispute is (Rs. in
pending Lacs)
Transport Fees 2002-2007 High Court 103.24 lacs
x. The Company does not have accumulated losses as at 31st March, 2011.
The Company has not incurred any cash losses during the financial year
covered by the audit The Company has not incurred cash losses
immediately preceding financial year.
xi. Based on our audit procedures and according to the information and
explanations given to us, the Company has not taken any loan from
financial institutions or banks therefore default in repayment of the
same, does not arise.
xii. To the best of our knowledge and belief and according to the
information and explanations given to us, in our opinion, the Company
has not granted any loans and advances on the basis security by way of
pledge of shares, debentures and any other securities.
xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Therefore the provision of clause (xiii) of
Paragraph 4 of the Order is not applicable to the Company.
xiv. According to information and explanations given to us, we are of
the opinion that the Company is not trading in shares, debentures and
other investments, therefore the provisions of clause (xiv) of
Paragraph 4 of the Order 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 guarantees for loans taken by
others, from banks or financial institutions.
xvi. In our opinion and according to the information and explanations
given to us, the Company has not raised term loan. Therefore the
provision of clause 4(xvi) of Companies (Auditor's Report) Order 2003,
are not applicable to the Company.
xvii. According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that no short-term funds have prima facie, been used during
the year for long-term investments.
xviii. The Company has not made any allotment of shares during the
year. Accordingly the question of preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Companies Act, 1956, or otherwise, does not arise.
xix. According to the information and explanations given to us, the
Company has not issued any debentures; hence question of creation of
security or charge do not arises.
xx. The Company has not raised any money by way of public issue during
the year.
xxi. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.
For Desai Saksena & Associates
Chartered Accountants
(FRN102358W)
Dr. S.N. Desai
Partner
M.No.32546
Place : Mumbai
Date : 26th May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of PENTOKEY ORGANY
(INDIA) LIMITED, as at 31st March, 2010, the Profit and Loss Account of
the Company and the Cash Flow Statement of the Company 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 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 statements presentation. We believe
that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 ("the
Order") (as amended) issued by the Central Government of India in terms
or subsection (4A). of section 227 of the Companies Act, 1956, we
enclose in the Annexu/e hereto a statement on the matters specified in
paragraph 4 and 5 of the said Order to the extend . applicable.
4. Further to our comments in the Annexure, referred to in paragraph
3, we report that: .
a) We have obtained all the information and explanations, whicn 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 and Profit and Loss Account and Gash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) . In our opinion, the Balance Sheet and the Profit and Loss Account
and Cash Flow Statement dealt with by this report comply with Accounting
Standards referred to in subsection (3C) of section 211 of the Companies
Act, 1956;
e) On the basis of written representations received from the directors
as on 31st March, 2010 and taken on record by the Board of Directors,
we report that, none of the directors is disqualified as on 31st March
2010 from being appointed as directors in terms of Clause (g) of sub-
section (1) of section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies & notes to the accounts thereon give the
information required by the Companies Act, 1956, in the manner so
required, and give a true and fair view in conformity with the accounting
principles generally accepted in India:
i) , in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010;
ii) in the case of the Profit & Loss Account, of the profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to the Auditors Report
Referred to in paragraph 3 of the Auditors Report of even date. i.
In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) As per the explanation given to us, the Company has designed a
phased programme for the physical verification of its fixed assets and
accordingly a portion of the fixed assets are verified every year to
cover all the items in reasonable time frame. Pursuant to said
programme, during the year also a portion of fixed assets of the
Company has been physicaliy verified by the management. As explained to
us, no material discrepancies were noticed on such veriiication. In our
opinion, the frequency of verification is reasonable having regard to
the size of the Company and the nature of its assets.
(c) In our opinion, during the year the Company has not disposed off a
substantial part of fixed assets and in our opinion the going concern
status of the Company is not-affected.
ii. In respect of its inventories:
(a) As explained to us, inventories, raw materials, semi-finished goods
and finished goods were physically verified during the year by the
Management. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion and according to the information and explanation
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 nature of its business.
(c) The Company has maintained proper records of inventories. As
explained to us there were no material discrepancies noticed on the
physical verification of inventory as compared to the book records.
iii. In respect of loans, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956:
(a) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies,
firms or other parties listed in the Register maintained under section
301 of the Companies Act, 1956. As the Company has not granted any
loans, secured or unsecured to the parties listed in the Register
maintained under section 301 of the Companies Act, 1956, paragraphs
(iii) (b), (c) and (d) of the Order are not applicable,
(b) According to the information and explanation given to us, the
Company has not taken any loans, secured or unsecured, from Companies,
firms or other parties listed in the Register maintained under section
301 of Companies Act, 1956. As the Company has not taken any loans,
secured or unsecured from parties listed in the Register mentioned
under section 301 of Companies Act, 1956, paragraphs (jii) (f) and (g)
of the order are not applicable. *
iv. In our opinion, and according to the information and explaination
given to us, having regard to the explanation, except that some of the
items purchased are of a special nature and suitable alternative
sources do not exist for obtaining comparable quotations, there are
adequate internal control systems commensurate with the size of the
Company and the nature of its business for the purchase of inventory,
fixed assets and sale of goods. During the course of our audit, we
have not observed any major weaknesses in such internal control
systems. v. In respect of the contracts or arrangements referred to
in Section 301 of the Companies Act, 1956;
a) In our opinion and according to the information and explanations
given to us, there were no transactions of sale & purchase during the
year with the parties covered under register maintained under section
301 of the Companies Act, 1956. b) In our opinion and according to the
information and explanations given to us, there are no contracts or
agreements that need to be entered into register maintained under
section 301 Companies Act 1956, paragraph (v) (b) of the order is not
applicable. vi. In our opinion and according to the information and
explanations given to us, the Company has not accepted any
deposits from the public. Therefore, the provisions of clause (vi) of
paragraph 4 of the Order are not applicable. vii. The Company has an
internal audit system commensurate with the size and nature of the
business. viii. We have broadly reviewed the books of account
maintained by the Company pursuant to the Rules made by the Central
Government for maintenance of Cost Records under section 209 (1) (d) of
the Companies Act, 1956 relating to the manufacture of Acetic Acid. We
are of the opinion that, prima facie the prescribed accounts and
records have been maintained. We have not, however, made a detailed
examination of the said records. ix. (a) According to the
information, explanations and records of the Company, in respect of
statutory and other dues, the Company has been generally regular in
depositing undisputed statutory dues, including Provident Fund,
Employees State Insurance, Income Tax, Sales Tax, Custom Duty, Excise
Duty, Cess, Service Tax and any other statutory dues, applicable to it,
with the appropriate authorities during the year. The Board for
Industrial and Financial Reconstruction (BIFR) vide its Order dated
26th September, 2007 has granted various relief and concessions
including rescheduling of the payment of the statutory dues. As per the
explanation given by the æ Company, the dues are paid in accordance
with the said order of BIFR. (b) According to the information and
explanation given to us, that the following statutory dues have not
been deposited on account of dispute.
Particulars Financial Year to Forum Where Amount
which it Pertains Dispute is
pending (Rs. in Lacs)
Transport Fees 2002-2007 High Court 103,24
x. The Company does have accumufated losses at 31st March, 2010. The
Company has not incurred cash losses during
the financial year covered by the audit. The Company has not incurred
cash losses in immediately preceding
financial year.
xi. Based on our audit procedure and according to the information and
explanations given to us, the Company has not taken loan from financial
institutions or banks. Hence question of default in the repayment of
dues to financial institutions or banks does not arises.
xii. To the best of our knowledge .and belief and according to the
information and explanations given to us, in our opinion, the Company
has not granted any loans and advances on the basis security by way of
pledge bf shares, debentures and any other securities.
xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Therefore the provisions ofclause.
(xiii) of Companies (Auditors Report) Order 2003, are not
applicable to the Company. xiv. According to information and
explanations given to us, we are of the opinion that the Company is not
trading in shares, debentures and other investments. Therefore the
provision of clause.
(xiv) of Companies (Auditors Report) Order 2003, are not applicable
to the Company. xv. In our opinion and ccording to the information
and explanations given to us, the Company has not given guarantees,
for loans taken by others from banks or financial institutions.
xvi.In our opinion and according to the information and explanations given
to us, on an overall basis, the term loans have been applied for the
purposes for which they were obtained.
xvii. According to the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that no funds raised on short-term basis have prima facie,
have been used during the year for long-term investments.
xviii.The Company has not made allotment of shares during the year.
Accordingly question of preferential allotment of shares to parties
and Companies covered in the register maintained under Section 301
of the Companies Act, 1956 or otherwise do not arises.
xix. According to the information and explanations given to us, the
Companyhas not issued any debentures; hence question of creation of
securities do not arise.
xx. The Company has not raised any money by way of public issue
during the year.
xxi. In our opinion and according to the information and explanations
give,n to us, no material fraud on or by theCompany has been
noticed or reported during the year.
For Desai Saksena &Associates
Chartered Accountants
Firm Reg. No. 102358W
Dr. S.N. Desai
Place: Mumbai Partner
Date: 13th May, 2010 M.No.32546