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Auditor Report of Profin Capital Services Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of PRO FIN CAPITAL SERVICES LTD ("the Company"), which comprise the Balance Sheet as at 31/03/2015, 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 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone 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 31/03/2015, and its Profit and it's cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors' Report) Order,2015("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Act, 2013. We give in the Annexure A statements on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, and 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 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015 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 standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(1) In Respect of Fixed Assets

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(2) In Respect of Inventory

(a) Physical verification of inventory has been conducted at reasonable intervals by the management.

(b) Procedures for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There is no inadequacies in such procedures that should be reported.

(c) Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(3) Loans and advances to parties covered under section 189

The company has not granted unsecured loans, to companies, firms or other parties listed in the register maintained under section 301 and /or to the companies under the same management as defined under sub section (1B) of section of 370 of Companies Act 1956.

(a) In respect of loans granted, repayment of the principal amount is as stipulated and payment of interest have been regular.

(b) There is no overdue amount of any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act

(4) Internal Control in reference to Purchase of Inventory and Fixed Assets and whether there is continue failure of Internal control

In my opinion and according to the information and explanation given to me there is adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventory and Fixed Assets and for sale of goods. There is no failure noticed in correcting major weakness in the internal control.

(5) Rules followed while accepting Deposits

No deposits within the meaning of Sections 73 to 76 or any other relevant provision of the Act and rules farmed there under have been accepted by the Company.

(6) Maintenance of cost records

The Company is not required to maintain cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (l) of section 148 of the Companies Act.

(7) According to the information and explanations given to us in respect of statutory dues

(a) Undisputed statutory dues including provident fund, employees 'state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess and any other statutory dues with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the records of the Company, there are no dues of Income tax, sales tax, customs duty, wealth tax, service tax, excise duty, sales tax and cess that have been not been deposited on amount of any dispute

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise

(8) Company which has been registered for a period less than five years and accumulated losses are more than 50% of Net worth, Reporting of cash Losses

The company has accumulated losses at 31March 2015 is Rs 23, 958,679/- and has not incurred cash losses in the current and immediately preceding financial year.

(9) Default in Repayment of Loans taken from Bank or Financial Institutions

The company has not defaulted in repayment of dues to financial institution or bank.

(10) Terms for Loans and Advances from Banks or Financial Institutions prejudicial to the interest of the company

In our opinion and according to the information and explanations given to us, the term and conditions of the securities given by the Company for the loans taken by others from bank of financial institutions are not, prima facie prejudicial to the interest of the Company.

(11) Application versus purpose for which Loan Granted

In our opinion, the term loans raised by the company during the year has been applied for the purpose for which it was raised.

(12) Reporting of Fraud During the Year Nature and Amount

Based upon the audit procedures performed for the purpose of recording 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 or by the company has been noticed or reported during the course of our audit.

Place : Mumbai Date : 29/05/2015

FOR MAHESH TEJWANI (Chartered Accountants) Reg No. :105828W

MAHESH TEJWANI (Proprietor) Membership No : 037194


Mar 31, 2013

We have audited the attached Balance Sheet of PRO FIN CAPITAL SERVICES LTD. as at 31st March 2013, the Profit and Loss Account and Cash Flow Statements forthe 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.

1. 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 rea-sonable assurance about whether the financial statements are free of material misstatements. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor''s Report) Order 2003 issued by the Central Government of India in term of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company.

3. Attention is drawn to

a) Point No. 9 of Note 14 of Notes on Accounts regarding Deposit of Rs. 20 Lakh given to OTCEI and

4. Further to our comments in the Annexure referred to in paragraph 2 and 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 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, Profit 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 mandatory Accounting Standards referred 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 31 st March 2013 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31 st March 2013 from being ap-pointed as a director in the 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 explana-tions given to us, the said accounts read together with the Significant Account-ing Policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required, and present 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 affairs of the Company as at 31 st March 2013.

(ii) In the case of Profit and Loss Account, of the profit oftheCompanyfortheyearendedonthat date; and

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

Annexureto Auditors'' Report

(Referred to in Paragraph 2 of our report of even date)

1. In respect of its fixed assets:

a) The company has maintained proper records showing full particulars including quan-titative 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) During the year, the Company has not disposed of a substantial part of its fixed assets.

2. In respect of its inventories of shares and securities:

a) The inventories have been physically verified at the year-end by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. As explained to us, the Company has neither taken nor given any loan secured or unsecured from/to parties listed 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 inventory and fixed assets and forthe sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. a. The particulars of contracts or arrangements or arrangements referred to Section 301 of the Companies Act 1956, that needed to be entered into the register, maintained under said section have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act''1956 aggregating during the year to Rs.5 Lacs or more in respect of any party. Therefore, the provision of clause v (b) is not applicable.

6. According to the information and explanations given to us, the Company has not ac-cepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. Therefore, the provisions of Clause (vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

7. As explained to us, the company has its own in-house internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under sec-tion 209(1) (d) of the Companies Act''1956 for the company.

9. According to the information and explanations given to us in respect of statutory and other dues: -

a. There are no employees who are governed by the Employees Provident Scheme 1952 and ESI act.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March''2013 for a period of more than six months from the date of becoming payable.

c. According to the information and explanations given to us, the Company has no pending disputed statutory dues as at 31 st March''2013 on account of any matters pending before appropriate authorities.

10. Accumulated losses of the Company as at 31 st March 2013 are more than fifty per-cent of its net worth. In current year as well as previous year.

11. According to the information and explanation given to us, no financial assistance from any financial institutions or Banks or Debenture holders have been taken by the Company. Hence, the provision of clause 4(xi) of the Companies (Auditor''s Report) 0rder2003, with regard to default in payment of repayment of dues to any financial institution, is not applicable.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debenture and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14. Based on our examination of the records and evaluation of related internal controls, the Company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid securities, in general, have been held by the Company in its own name.

15. 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.

16. According to the information and explanations given to us, the Company has not obtained any term loans. Hence, provision of clause 4(xvi) of the Companies (Auditor''s Report) order, 2003, in respect of proper utilization of funds, is not applicable to the Company.

17. According to the information and explanations given to us and as at 31st March 2013, on an overall examination of the Balance Sheet of the Company, no funds on short-term basis were obtained. Hence, provision of clause 4(xvii) of the Companies (Auditor''s Report) order, 2003, in respect of utilization of funds, is not applicable to the Company.

18. The company has made preferential allotment of shares to parties or companies cov-ered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19. The company has issued no debentures and hence clause 4(xix) of the Companies (Auditor''s Report) order, 2003, in respect of creation of charge, is not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.

For Mahesh Tejwani

For Mahesh Tejwani

(Mahesh Tejwani)

Proprietor Place : Mumbai

Dated: May 30,2013


Mar 31, 2010

We have audited the attached Balance Sheet of PROFIN CAPITAL SERVICES LTD. as at 31st March 2010, the Profit and Loss Account and Cash Flow Statements 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.

1. 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 misstatements. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

3. Attention is drawn to

a) Note no. 10 of Schedule 10 of Notes on Accounts regarding Deposit of Rs. 20 Lakh given to OTCEI and

4. Further to our. comments in the Annexure referred to in paragraph 2 and 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 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, Profit 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 mandatory Accounting Standards referred 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 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 a director in the 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 and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required, and present 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 affairs of the Company as at 31st March 2010.

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

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

Annexure to Auditors Report

(Referred to in Paragraph 2 of our report of even date)

1. In respect of its fixed assets:

a) The company has 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) During the year, the Company has not disposed of a substantial part of its fixed assets.

2. In respect of its inventories of shares and securities:

a) The inventories have been physically verified at the year end by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. As explained to us, the Company has neither taken nor given any loan secured or unsecured from/to parties listed 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 inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. a. The particulars of contracts or arrangements or arrangements referred to Section 301 of the Companies Act

1956, that needed to be entered into the register, maintained under said section have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act1956 aggregating during the year to Rs.5 Lacs or more in respect of any party. Therefore, the provision of clause v (b) 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 and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. Therefore, the provisions of Clause (vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

7. As explained to us, the company has its own in-house internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under section 209(1) (d) of the Companies Act1956 for the company.

9. According to the information and explanations given to us in respect of statutory and other dues: -

a. The undisputed statutory dues including Provident Fund, Employees State Insurance and other statutory dues have been generally deposited in time with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March2010 for a period of more than six months from the date of becoming payable.

c. According to the information and explanations given to us, the Company has no pending disputed statutory dues as at 31st March2010 on account of any matters pending before appropriate authorities.

10. Accumulated losses of the Company as at 31 st March 2010 are more than fifty percent of its net worth. In current year as well as previous year, company has incurred losses.

11. According to the information and explanation given to us, no financial assistance from any financial institutions or Banks or Debenture holders have been taken by the Company. Hence, the provision of clause 4(xi) of the Companies (Auditors Report) Order 2003, with regard to default in payment of repayment of dues to any financial institution, is not applicable.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debenture and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

14. Based on our examination of the records and evaluation of related internal controls, the Company has maintained proper records of transactions and contracts in respects of its dealing in shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid securities, in general, have been held by the Company in its own name.

15. 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.

16. According to the information and explanations given to us, the Company has not obtained any term loans. Hence, provision of clause 4(xvi) of the Companies (Auditors Report) order, 2003, in respect of proper utilization of funds, is not applicable to the Company.

17. According to the information and explanations given to us and as at 31st March 2010, on an overall examination of the Balance Sheet of the Company, no funds on short-term basis were obtained. Hence, provision of clause 4(xvii) of the Companies (Auditors Report) order, 2003, in respect of utilization of funds, is not applicable to the Company.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act1956.

19. The company has issued no debentures and hence clause 4(xix) of the Companies (Auditors Report) order, 2003, in respect of creation of charge, is not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.

For GSA & Associates

Chartered Accountants

(Sunll Aggarwal)

Partner M.No. 083899 Place: New Delhi

Date : 29.05.2010




Mar 31, 2003

We have audited the attached Balance Sheet of Pro Fin Capital Services Ltd. as at 31 st March 2003 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statement are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1) 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 statement are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 2) As required by the Manufacturing and other Companies (Auditors Report) Order. 1988 issued by the Central Govt. of India in terms of Sub-section (4A) 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. 3) Further to our comments in the Annexure referred to above, we report that :

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

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

iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account:

iv) In our opinion,the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub section (3C) of the Sec. 211 of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31st March 2003 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2003 from being appointed as a director in terms of clause(g) of sub-section (I) of Section 274 of the Companies Act 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts read with notes 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 :

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2003 and

b) In the case of Profit and Loss Account, of the Loss for the year ended on that date. c) In the case of Cash flow Statement of the cash flow for the year ended on that date

ANNEXURE TO AUDITORS REPORT (Referred to in para. 2 thereof)

1. The Company is maintaining proper records to show full particulars including quantitative details and situation of fixed assets. The fixed assets were physically verified at the year end and no material discrepancies have been noticed on such verification

2. None of the fixed assets have been revalued during the year.

3. As explained to us, the stocks of shares and securities have been physically verified by the management at reasonable intervals.

4. In our opinion and according to the information and explanations given to us, the procedure of physical verification of the aforesaid stocks followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

5. As explained to us, there was no material discrepancies noticed on physical verification of stocks, having regard to the size of the operations of the company.

6. In our opinion, the valuation of the aforesaid stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in (he register maintained under Section 301 of the Companies Act, 1956 and/or from the companies under the same management as defined under sub Sec. 1(B) of the Sec. 370 of the Companies Act, 1956.

8. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Sec. 301 of the Companies Act, 1956 and/or to companies under the same management as defined under sub-section (1B) of the Sec. 370 of the Companies Act. 1956.

9. The company has not given any loan & advances in the nature of loans to any parties including employees.

10. In our opinion and according to the information and explanations given to us, there arc adequate internal control procedure commensurate with the size of the company and the nature of its business for purchase and sale of shares.

11. According to information and explanations given to us, in respect of transactions of purchase and sale of services and securities with parties mentioned in the register maintained under Sec. 301 of the Companies Act. 1956 aggregating to Rs. 50000/- or more during the year, the transactions are made on terms which are reasonable having regard to the prevailing market terms and prices for such services and securities.

12. The Company has not accepted any deposits from the public under the provision of Sec. 58A of the Companies Act. 1956.

13. Since the company is service oriented company, no generation of scrap and By product.

14. As explained to us, the Company has own internal audit system which, in our opinion, is commensurate with the size and nature of its business.

15. The Central Govt, has not prescribed maintenance of cost records under Sec. 209(1) (d) of the Companies Act. 1956 for the Company.

16. The Provident Fund and ESI dues are generally deposited in time with the appropriate authority.

17. There were no undisputed amounts payable in respect of income tax, sales tax and customs duty outstanding as at 31 st March 2003 for a period of more than six months from the date they became payable.

18. According to the information and explanation given to us and the records of the Company examined by us, no personal expenses have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company is not a stick industrial company within the meaning of clause (o) of subsection (I) of Sec. 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

20. In our opinion and according to the information and explanations furnished to us, the services rendered by company do not require the allocation of man hour.

21. As explained to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other documents.

22. The Company has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities and other investments and timely entries have been made therein. Shares acquired for investment or trading are not always held in the name of the Company as stipulated under the provisions of Section 49 of the Companies Act, 1956.

For SURENDAR K. JAIN & CO. Chartered Accountants

(SUNIL AGGARWAL) Partner

Place : Delhi Date : 27.8.2003

 
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