Mar 31, 2015
We have audited the accompanying standalone financial statements of
Phoenix Lamps Limited ("the Company"), which comprise the Balance Sheet
as at 31 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 Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
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 the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31 March 2015, and its profit and its cash flows for the year ended
on that date.
Emphasis of Matter
We draw attention to the fact as stated in Note No. 43 that the Company
has made requisite applications to the Central Government seeking
approval for the remuneration aggregating to Rs. 86.34 lacs relating to
an earlier year paid/payable to the erstwhile Managing Director in
excess of the limits prescribed under the Companies Act / approval
earlier obtained from Central Government and for which approval is
awaited. Pending approval of the same, no adjustments have been made in
these financial statements. Our opinion is not qualified in respect of
this matter.
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.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by the 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 standalone 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 31 March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the other matters to be included in the 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 29 to the
financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There 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 'Report on Other Legal and Regulatory
Requirements' of our report of even date Re: Phoenix Lamps Limited
('the Company')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have been physically verified by the management
during the year as a part of the plan to cover all the items of fixed
assets over a fixed 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 discre- pancies were noticed on
such verification.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) 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 covered in the register maintained under Section
189 of the Companies Act, 2013. Accordingly, the provisions of clause
3(iii)(a) and (b) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of inventories are of proprietary nature for which
alternative sources are not available to obtain comparable quotations,
there is an adequate internal control system commensurate with the size
of the Company and the nature of its business, for the purchase of
inventory and fixed assets and for the sale of goods and services.
During the course of our audit, we have not observed any major weakness
or continuing failure to correct any major weakness in the internal
control system of the Company in respect of these areas.
(v) The Company has not accepted any deposits from the public.
(vi) 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 Companies Act,
2013, related to the manufacture of auto components, and are of the
opinion that prima facie, the prescribed accounts and records have been
made and maintained. We have not, however, made a detailed examination
of the same.
(vii) (a) 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 and other
material statutory dues have generally been regularly deposited with
the appropriate authorities though there has been a slight delay in a
few cases.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees'
state insurance, income-tax, wealth-tax, service tax, sales-tax,
customs duty, excise duty, value added tax, cess and other material
statutory dues were outstanding, at the year end, for a period of more
than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, duty of customs, duty
of excise, value added tax and cess on account of any dispute, are as
follows:
Name of the statute Nature of dues Amount Period to which the
(Rs.in Amount relates
Lacs
Income Tax Act, 1961 Income Tax demand 3,671.39 AY 2010-11
Income Tax Act, 1961 TDS Demand 32.66 AY 2010-11 to
AY 2013-14
Income Tax Act, 1961 Income Tax demand 3,266.49 AY 2011-12
Service Tax Penalty against 10.27 FY 2009-10 & 2010-11
Service tax demand
Central Sales Tax Pending C Forms 5.51 FY 2011-12
Act, 1956
Central Sales Tax Pending C Forms 1.98 FY 2006-07 & 2008-09
Act, 1956
Delhi Sales Tax Sales tax demand 0.82 FY 1994-95
Act 1975
Name of the Statute Forum where dispute is Pending
Income Tax Act, 1961 CIT (Appeals), Noida
Income Tax Act, 1961 CIT (Appeals), Dehradun
Income Tax Act, 1961 Dispute Resolution Panel, New Delhi
Service Tax CESTAT, New Delhi
Central Sales Tax Act 1956 Joint Commissioner (Appeals), Uttrakhand
Central Sales Tax Act 1956 Deputy Commissioner of Assessment,
Uttrakhand
Delhi Sales Tax Act 1975 D.C. - Appeal IV, Delhi
(The above does not include demands outstanding in relation to General
Lighting business which was sold by the Company on August 30, 2013 as
stated in note no. 44 and any statutory liabilities relating to such
business will be borne by buyer, in accordance with the Business
Transfer Agreement signed by the Company and the buyer.)
(d) According to the information and explanations given to us, the
amount 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 has been transferred to such
fund within time.
(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred cash losses in the current and
immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to any bank. The Company
did not have any outstanding debentures and loan from financial
institution during the year.
(x) According to the information and explanations given to us, the
Company has given guarantee for loan taken by a subsidiary company from
a bank, the terms and conditions whereof, in our opinion, are not
prima- facie prejudicial to the interest of the Company.
(xi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E
Sd/-
Per Anil Gupta
Partner
Membership Number: 87921
Place: New Delhi
Date : May 22, 2015
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Halonix
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2013, and 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
accounting principles generally accepted in India, including the
Accounting Standards referred to in sub- section (3C) of Section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(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.
Emphasis of Matter
We draw attention to Note 46 to the financial statements regarding
managerial remuneration of Rs.202.44 lacs paid/ provided to Directors
and erstwhile Managing Directors in current and earlier years exceeding
the limits prescribed under the Companies Act / approval earlier
obtained from Central Government. The Company has made applications /
revision applications/ is in the process of making application for
seeking approval for the excess remuneration paid. Pending receipt of
the approval, no adjustments have been made in the financial
statements. Our opinion is not qualified in respect of this matter.
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, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards 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 March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub- section (1) of
Section 274 of the Companies Act, 1956.
Annexure referred to in paragraph 3 of our report of even date
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have been physically verified by the management
during the year although the Company is having a plan to cover all the
items over a fixed period of three years in a phased manner. Certain
discrepancies identified are being reconciled and the Company believes
that the outcome of such reconciliation will not have a material
financial impact. Reconciling differences and any adjustments will be
made to the fixed asset register as and when such reconciliation is
fully completed.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. No material
discrepancies were noted on physical verification.
(iii) (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 covered in the register maintained
under Section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii) (a) to (d) of the Companies (Auditor''s
report) Order, 2003 (as amended) are not applicable to the Company and
hence not commented upon.
(b) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under Section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of these areas. During the
course of our audit, we have not observed any continuing failure to
correct major weakness in internal control system of the Company.
(v) According to the information and explanations provided by the
management, we are of the opinion that there are no transactions that
need to be entered into the register maintained under Section 301 of
the Companies Act, 1956. Therefore the provisions of clause 4 (v) of
the Companies (Auditor''s Report) Order, 2003 (as amended) are not
applicable to the Company.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) 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 209(1)(d) of the Companies
Act, 1956, related to the manufacture of the products to which the said
rules are applicable and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. We have,
however, made a detailed examination of the same.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, or employees'' state insurance,
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, cess have generally been regularly deposited with the appropriate
authorities though there has been a slight delay in a few cases.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other undisputed statutory dues were outstanding, at the year end for a
period of more than six months from the date they became payable.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to any bank. The Company
did not have any outstanding debentures and loan from financial
institution during the year.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loan taken by a subsidiary company from
a bank, the terms and conditions whereof, in our opinion, are not
prima-facie prejudicial to the interest of the Company.
(xvi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
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 report
that no funds raised on short- term basis have been used for long-term
investment.
(xviii)The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under Section
301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the 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 S.R. Batliboi & CO. LLP For ARUN K. GUPTA & ASSOCIATES
Chartered Accountants Chartered Accountants
ICAI Firm Registration
Number: 301003E ICAI Firm Registration Number: 000605N
Per Anil Gupta Per Gireesh Kumar Goenka
Partner Partner
Membership Number: 87921 Membership Number: 096655
Place of Signature: Noida Place of Signature: Noida
Date: May 28, 2013 Date: May 28, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Halonix Limited as at
March 31, 2012 and also the Profit and Loss Account and the Cash Flow
Statement for the year ended on that date 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 mis-statement. 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: -
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion proper books of account, as required by law, have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance sheet, 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, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in Section 211 (3C) of the Companies Act, 1956.
(e) On the basis of written representations received from the
directors, as on March 31, 2012, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of Section
274(1) (g) of Companies Act, 1956;
(f) Without qualifying our opinion we draw attention to note no.42
regarding managerial remuneration for which the Company has made
applications/ revision applications to the Central Government seeking
approval for the remuneration paid to the Managing Director & erstwhile
Managing Directors & Directors in excess of the limits prescribed under
the Companies Act/ Central Government approval obtained amounting to
Rs. 73.69 Lacs (upto 31-03-2011 Rs. 153.05 Lacs ) for which approval is
awaited.
(g) 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
notes thereon give the information required by the Companies Act, 1956,
in the manner so required , give a true and fair view in conformity
with the accounting principles generally accepted in India:
i) in the case of Balance Sheet, of the state of the affairs of the
Company, as at March 31, 2012.
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 for the
year ended on that date.
Annexure referred to in paragraph (3) of our report of even date
Halonix Limited (Formally known as Phoenix Lamps Limited)
1. The Company has maintained proper records to show full particulars,
including quantitative details and situation of fixed assets. The fixed
assets have been physically verified by the management according to the
phased programme designed to cover all the 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 have been physically verified by the
management during the year and no material discrepancies between the
book records and physical verification have been noticed. The Company
has not disposed off any substantial part of fixed assets during the
year and going concern status of the Company is not affected.
2. The management has conducted physical verification of inventory at
reasonable intervals. The procedures of physical verification of
inventory followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
The Company is maintaining proper records of inventory. Discrepancies
noted on physical verification of inventories were not material and
have been properly dealt with in the books of account.
3. (a) As informed, 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. Accordingly,
paragraphs 4 (iii) (b), (c) and (d) of the Companies (Auditor's Report)
Order, 2003 (as amended) (herein referred to as the Order), are not
applicable.
(b) As informed, 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.
Accordingly, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not
applicable.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventories and fixed assets and for the sale of goods.
There is no sale of services, hence provision of this clause, to the
extent of sale of services are not applicable to the Company. During
the course of our audit, no major weakness has been noticed in the
internal control system in respect of these areas.
5. According to the information and explanations provided by the
management, we are of the opinion that there are no transactions that
need to be entered into the Register maintained under Section 301 of
the Companies Act, 1956, therefore paragraph 4 (v) (b) of the Order is
not applicable.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public within the
meaning of section 58A & 58AA of the Companies Act, 1956 and the rules
made thereunder.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Govt. for the
maintenance of Cost Records under section 209 (1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been maintained.
9. a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees'
State Insurance, Income Tax, Sales/Vat Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty, Cess and other material statutory dues
applicable to it with the appropriate authorities. According to the
information and explanations given to us, there are no arrears of
outstanding statutory dues as at 31st March, 2012 for a period of more
than six months from the date they became payable.
b) According to the records of the Company, the dues outstanding of
Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom duty, Excise
duty & Cess on account of any dispute are as follows:
c) Name of the
Statue Nature
of dues Amount Period to which the Forum
where
dispute
(Rs.'Lacs) amount relates is pending
Delhi Sales
Tax Act 1975 Sales Tax
Demand 0.82 F.Y.1994-95 D.C.-
Appeal
IV,Delhi
U.P Trade
Tax Act 1948 Demand
U/s 4B 1.04 F.Y.2000-01 Joint
Commis
sioner
Appeal,
Noida
Uttrakhand
Vat Act 2005 Demand
against 26.09 F.Y.2005-06 Joint
Commis
sioner
Stock
Trans
ferred Appeal,
Dehradun
U.P Vat
Act 2008 Penalty
U/s 50 0.38 F.Y.2008-09 Joint
Commis
sioner
Appeal,
Noida
U.P Vat
Act 2008 Non
receipt
of Form "C" 9.24 F.Y.2007-08 Deputy
commis
sioner,
Noida
U.P Vat
Act 2008 U/s 54(14) 6.12 F.Y.2008-09 Deputy
commis
sioner,
Noida
Income Tax
Act 1961 Penalty
u/s 271
(1)(c ) 18.00 F.Y 2004-05 CIT Appeal
Noida
Director
General
of Penalty
for non
fulfillment152.44 Advance Licence Additional
Foreign Trade
- Delhi of export
obligation. dated- 02.02.05, DGFT
(Appeal),
_12.10.04 &
18.05.05 New
Delhi
10. The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current and
immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to financial
institutions or bank.
12. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund, nidhi / mutual benefit
fund and societies.
14. According to the information and explanations given to us, the
Company is not dealing in or trading in shares, securities, debentures,
and other investments. However, the Company has made an investment in
International Lamps Holding Company S.A. a wholly owned subsidiary by
way of acquisition of bearer shares certificate of the Company. The
share certificates has been kept in an escrow account.
15. Based on the audit procedures applied by us & according to the
information & explanations provided by the management, the term loans
taken by the Company during the year have been applied for the purpose
for which the loans were obtained.
16. 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.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet and Cash Flow Statement of
the Company, we report that no funds raised on short term basis have
been used for long term investment.
18. The Company has not made any preferential allotment of shares to
parties or Companies covered in the register maintained under Section
301 of the Companies Act, 1956.
19. The Company did not have any outstanding debentures during the
year.
20. The Company has not raised any money through a public issue during
the year.
21. Based upon the audit procedures performed by us for expressing our
opinion on these financial statements and information & explanations
given by the management, we have neither come across any instance of
major fraud on or by the Company noticed or reported during the year
nor we have been informed of such case by the management.
For ARUN K GUPTA & ASSOCIATES
Chartered Accountants
Firm Registration No. 000605N
Gireesh Kumar Goenka
Place : Noida Partner
Date : May 26, 2012 Membership No. 096655
Mar 31, 2011
1. We have audited the attached Balance Sheet of Halonix Limited as at
March 31, 2011 and also the Profit and Loss Account and the Cash Flow
Statement for the year ended on that date 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 mis-statement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the 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 in para 3
above, we report that: -
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion proper books of account, as required by law, have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance sheet, 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, Profit and Loss account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in Section 211 (3C) of the Companies Act, 1956.
(e) On the basis of written representations received from the
directors, as on March 31, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2011 from being appointed as a director in terms of Section
274(1) (g) of Companies Act, 1956;
(f) Without qualifying our opinion we draw attention to point no. 17 of
schedule-19 regarding Managerial remuneration the company has made
applications/ revision application to the Central Government seeking
approval for the remuneration paid to the Managing Director & erstwhile
Managing Director in excess of the limits prescribed under the
Companies Act/ Central Government approval obtained amounting to Rs.
207.52 Lacs for which approval is awaited.
(g) 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
notes thereon give the information required by the Companies Act, 1956,
in the manner so required , give a true and fair view in conformity
with the accounting principles generally accepted in India:
i) in the case of Balance Sheet, of the state of the affairs of the
Company, as at March 31, 2011.
ii) in the case of the Profit and Loss account, of the loss of the
Company 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.
Annexure referred to in paragraph (3) of our report of even date
Halonix Limited (Formally known as Phoenix Lamps Limited)
1. The Company has maintained proper records to show full particulars,
including quantitative details and situation of fixed assets. The fixed
assets have been physically verified by the management according to the
phased programme designed to cover all the 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 have been physically verified by the
management during the year and no material discrepancies between the
book records and physical verification have been noticed. The company
has not disposed off any substantial part of fixed assets during the
year and going concern status of the company is not affected.
2. The management has conducted physical verification of inventory
except goods in transit at reasonable intervals. The procedures of
physical verification of inventory followed by the management are
reasonable and adequate in relation to the size of the Company and the
nature of its business. The Company is maintaining proper records of
inventory except for work in progress, which has been determined on the
physical verification at the year end. No material discrepancies in
inventory were noticed on physical verification.
3. (a) As informed, 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. Accordingly,
paragraphs 4 (iii) (b), (c) and (d) of the Companies (Auditors Report)
Order, 2003 (as amended) (herein referred to as the Order), are not
applicable.
(b) As informed, 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.
Accordingly, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not
applicable.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventories and fixed assets and for the sale of goods.
There is no sale of services, hence provision of this clause, to the
extent of sale of services are not applicable to the company. During
the course of our audit, no major weakness has been noticed in the
internal control system in respect of these areas.
5. According to the information and explanations provided by the
management, we are of the opinion that there are no transactions that
need to be entered into the Register maintained under Section 301 of
the Companies Act, 1956, therefore paragraph 4 (v) (b) of the Order is
not applicable.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public within the
meaning of section 58A & 58AA of the Companies Act, 1956 and the rules
made thereunder.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Govt. for the
maintenance of Cost Records under section 209 (1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been maintained. We have however, not made a
detailed examination of these records with a view to determine whether
they are accurate or complete.
9. a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees
State Insurance, Income Tax, Sales/Vat Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty, Cess and other material statutory dues
applicable to it with the appropriate authorities. According to the
information and explanations given to us, there are no arrears of
outstanding statutory dues as at 31st March, 2011 for a period of more
than six months from the date they became payable.
b) According to the records of the Company, the dues outstanding of
Income Tax, Wealth Tax,Sales Tax,Service Tax,Custom duty,Excise duty &
Cess on account of any dispute are as follows:
Name of the
Statue Nature of dues Amount Period to
which Forum where
disputes
(Rs. in
Lacs ) the amount
relates are pending
Delhi Sales
Tax Act 1975 Sales Tax
Demand 0.82 F.Y.1995-96 D.C.-Appeal IV,
Delhi
U.P Trade Tax
Act 1948 Demand U/s 4B 1.04 F.Y.2000-01 Joint Commissioner
Appeal, Noida
Uttrakhand
Vat Act 2005 Demand against 26.09 F.Y.2005-06 Joint Commissioner
Stock
Transferred Appeal, Dehradun
U.P Vat Act
2008 U/s 54(14) 6.12 F.Y.2008-09 Deputy
Commissioner,
Noida
Income Tax
Act 1961 TDS Demand 20.80 F.Y 2007-08 CIT Appeal,
Ghaziabad
F.Y 2008-09
F.Y 2009-10
10. The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current and
immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to financial
institutions or bank.
12. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund, nidhi / mutual benefit
fund and societies.
14. According to the information and explanations given to us, the
Company is not dealing in or trading in shares, securities, debentures,
and other investments. However during the year, the company has made an
investment in International Lamps Holding Company S.A. a wholly owned
subsidiary by way of acquisition of bearer shares certificate of the
company. The share certificates has been kept in an escrow account.
15. Based on the audit procedures applied by us & according to the
information & explanations provided by the management, the term loans
taken by the company during the year have been applied for the purpose
for which the loans were obtained.
16. According to the information and explanations given to us, the
company has given Corporate/absolute guarantee and standby letter of
credit amounting to Rs. 1704.26 Lacs (Euro 26.95 Lacs) in favor of
COFACE
FINANZ GMBH and/ Deutsche Bank AG, Germany towards the factoring
facilities/ working capital facilities availed/to be availed by Trifa
Lamps Germany GMBH, Germany, a step down wholly owned subsidiary. In
our opinion the terms & conditions are not prejudicial to the interest
of the company.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet and Cash Flow Statement of
the company, we report that no funds raised on short term basis have
been used for long term investment.
18. The Company has not made any preferential allotment of shares to
parties or Companies covered in the register maintained under section
301 of the Companies Act, 1956.
19. The Company did not have any outstanding debentures during the
year.
20. The Company has not raised any money through a public issue during
the year.
21. Based upon the audit procedures performed by us for expressing our
opinion on these financial statements and information & explanations
given by the management, we have neither come across any instance of
major fraud on or by the company noticed or reported during the year
nor we have been informed of such case by the management.
For ARUN K GUPTA & ASSOCIATES
Chartered Accountants
Firm Registration No. 000605N
GIREESH KUMAR GOENKA
Place : Noida Partner
Date : 20.05.2011 Membership No. 096655
Mar 31, 2010
1. We have audited the attached Balance Sheet of Halonix Limited as at
March 31, 2010 and also the Profit and Loss Account and the Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the CompanyÃs
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 mis-statement. 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 (AuditorÃs 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 in para 3
above, we report that: -
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion proper books of account, as required by law, have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance sheet, 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, Profit and Loss account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in Section 211 (3C) of the Companies Act, 1956.
(e) 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 Section
274(1) (g) of Companies Act, 1956;
(f) As explained in point no. 17 of schedule-19, an application has
been made to Central Government seeking approval for remuneration to
the Managing Director & erstwhile Managing Director in excess of the
limits prescribed under the Act, for which approval is awaited.
(g) 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
notes thereon give the information required by the Companies Act, 1956,
in the manner so required , give a true and fair view in conformity
with the accounting principles generally accepted in India:
i) in the case of Balance Sheet, of the state of the affairs of the
Company, as at March 31, 2010
ii) in the case of the Profit and Loss account, of the loss of the
Company 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.
Annexure referred to in paragraph (3) of our report of even date
Halonix Limited (Formally known as Phoenix Lamps Limited)
1. The Company has maintained proper records to show full particulars,
including quantitative details and situation of fixed assets. The fixed
assets have been physically verified by the management according to the
phased programme designed to cover all the 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 have been physically verified by the
management during the year and no material discrepancies between the
book records and physical verification have been noticed. The company
has not disposed off any substantial part of fixed assets during the
year and going concern status of the company is not affected. However
the board of directors of the company in its meeting authorized the
execution of memorandum of undertaking with M/s Halonix Technologies
Limited (a wholly owned subsidiary of the company) in connection with
transfer/ sale of the non à automotive lighting business of the company
to Halonix Technologies Limited.
2. The management has conducted physical verification of inventory
except goods in transit at reasonable intervals. The procedures of
physical verification of inventory followed by the management are
reasonable and adequate in relation to the size of the Company and the
nature of its business. The Company is maintaining proper records of
inventory except for work in progress, which has been determined on the
physical verification at the year end. No material discrepancies in
inventory were noticed on physical verification.
3. (a) The company has granted interest free unsecured
loan to one company listed in the register maintained under section 301
of the Companies Act 1956. The maximum amount involved during the year
was Rs. 20.75 Lacs and the year end balance was Rs 20.75 Lacs and the
terms & conditions of the loan are not prima facie prejudicial to the
interest of the company.
(b) The aforesaid loan is repayable on demand and there is no repayment
schedule.
(c) Since the loan is repayable on demand, we are unable to comment
whether there has been default in repayment.
(d) As informed to us, the company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained
under section 301 of the Companies Act 1956.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventories and fixed assets and for the sale of goods.
There is no sale of services, hence provision of this clause, to the
extent of sale of services are not applicable to the company. During
the course of our audit, no major weakness has been noticed in the
internal control system in respect of these areas.
5. According to the information and explanations provided by the
management, there is no contract or arrangements referred to in section
301 of the Act that need to be entered into the register maintained
under section 301. Therefore, provisions of clause 4 (v)(b) are not
applicable to the company.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public within the
meaning of section 58A & 58AA of the Companies Act, 1956 and the rules
made thereunder.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Govt. for the
maintenance of Cost Records under section 209 (1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been maintained. We have however, not made a
detailed examination of these records with a view to determine whether
they are accurate or complete.
9. a) According to the records of the Company, the
Company is generally regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employeesà State Insurance, Income Tax, Sales/Vat Tax, Wealth Tax,
Service Tax, Custom Duty, Excise Duty, Cess and other material
statutory dues applicable to it with the appropriate authorities.
According to the information and explanations given to us, there are no
arrears of outstanding statutory dues as at 31st March, 2010 for a
period of more than six months from the date they became payable. b)
According to the records of the Company, the dues outstanding of Income
Tax, Wealth Tax,Sales Tax,Service Tax,Custom duty,Excise duty & Cess on
account of any dispute are as follows:
S. Name of the statute Nature of dues Amount
No. (Rs. in Lacs)
1. Delhi Sales Tax
Act, 1975 Sales Tax Demand 0.82
2. U.P Trade Tax
Act, 1948 Demand U/s 4B 1.04
3. Uttrakhand Vat
Act, 2005 Demand against 27.97
Stock Transferred
4. U.P Vat
Act, 2008 U/s 54(14) 6.12
5. U.P.Tax Entry of Demand under ex- 30.00
Goods Act, 2001 party assessment
6. U.P.Trade Tax
Act, 1948 Demand under ex- 622.34
party assessment
7. C.S.T. Act ,1956 Demand under ex- 2290.61
party assessment
Sr. Name of the Statute Period to which Forum where
dispute(s)
No. the amount relates are pending
1. Delhi Sales Tax F.Y.1995-96 D.C.-Appeal
Act, 1975 IV, Delhi
2. U.P Trade Tax F.Y.2000-01 Joint Commissioner
Act, 1948 Appeal, Noida
3. Uttrakhand Vat F.Y.2005-06 Joint Commissioner
Act, 2005 Appeal, Dehradun
4. U.P Vat F.Y.2008-09 Deputy Commissioner,
Act, 2008 Noida
5. U.P.Tax Entry of F.Y.2007-08 Deputy Commissioner
Goods Act, 2001 Assessment, Noida
6. U.P.Trade Tax F.Y.2007-08 Deputy Commissioner
Act, 1948 Assessment, Noida
7. C.S.T. Act ,1956 F.Y.2007-08 Deputy Commissioner
Assessment, Noida
10. The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses in the current and
immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to financial
institutions or bank.
12. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund, nidhi / mutual benefit
fund and societies.
14. The company has not dealt/traded in securities and other
investments during the year.
15. Based on the audit procedures applied by us & according to the
information & explanations provided by the management, the term loans
taken by the company during the year have been applied for the purpose
for which the loans were obtained.
16. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet and Cash Flow Statement of
the company, we report that funds raised on short term basis amounting
to Rs. 800.92 Lacs have been used for long term investment.
18. The Company has not made any preferential allotment of shares to
parties or Companies covered in the register maintained under section
301 of the Companies Act, 1956.
19. The Company did not have any outstanding debentures during the
year.
20. The Company has not raised any money through a public issue during
the year.
21. Based upon the audit procedures performed by us for expressing our
opinion on these financial statements and information & explanations
given by the management, we have neither come across any instance of
major fraud on or by the company noticed or reported during the year
nor we have been informed of such case by the management.
For ARUN K. GUPTA & ASSOCIATES
Chartered Accountants
GIREESH KUMAR GOENKA
Place: Noida Partner
Date : 06.05.2010 Membership No. 096655