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Auditor Report of Rajoo Engineers Ltd.

Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of Rajoo Engineers Limited (''the Company'') which comprise the Balance Sheet as at March 31,2015, 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 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 and presentation 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 u/s. 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgement 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 Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified u/s.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 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 financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls, system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion :

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

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that;

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

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

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014;

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

f. with respect to other matters to be included in 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 that there are no pending litigations which has an impact on its financial position in its financial statements;

(ii) the Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable loses, if any, on long term contracts including derivative contracts;

(iii) 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 Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

i) a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

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

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 nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

a) There is no stipulated re-payment of principle amount and interest in respect of such loan.

b) As there is no stipulated repayment of loan, as per the information and explanations given to us, there is no overdue amount more than Rs.1,00,000/-.

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 purchase of Inventory and fixed assets and for sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) The company has not accepted deposits from public.

vi) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 and the company has made and maintained the prescribed accounts and records.

vii) a) According to the information and explanations given to us and on the basis of our examination of the books of account, amounts

deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employee''s state insurance.

b) According to the information and explanations given to us, there are no disputed dues in respect of income tax or sales tax or wealth tax or service tax or customs duty or excise duty or value added tax or cess.

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix) The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.

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

xi) The Company does not have any term loan outstanding during the year.

xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For, M. N. Manvar & Co., Chartered Accountants FRN : 106047W

[M. N. Manvar] Date: 30th April, 2015 Propiietor Place : Veraval (Shapar), Rajkot Membership No.036292


Mar 31, 2012

(1) We have audited the attached Balance Sheet of RAJOO ENGINEERS LIMITED, as at 31st March 2012, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

(2) We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

(iv) In our opinion, the Balance sheet, Profit and loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 and material deviation, if any, are disclosed in the notes on accounts forming part of Audited Financial Statements.

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

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

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2012,

b) In the case of the Profit & Loss account, of the Profit of the Company for the year ended on that date; and

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

Annexure to the Auditors' Report

Re: Rajoo Engineers Limited

(Referred to in Paragraph 3 of our Report of even date)

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) The Company has a phased programme of physical verification of it's fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of fixed assets during the year,

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

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relatio to the size of the company and nature of it's business.

c) The Company is maintaining proper records of inventory. Discrepancies noticed on physical verification have been properly dealt with in the books of accounts.

iii) a) The Company has not granted secured or unsecured loan to or from other company or other parties covered in the register maintained under section 301 of the companies act,1956.

b) In our opinion, the other terms and conditions on which interest free advance is made are not prejudicial to the interest of the company,

c) There is no stipulated re-payment of principle amount in respect of such loan.

d) In our opinion, there is no overdue amount of recovery of principle more than one lakh by the Company as there is no stipulation of re-payment,

e) According to the Information and explanation given to us, the company has not taken, during the year, any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under 301 of the Companies Act, 1956. Accordingly, clause 4(iii)(e),(f) and (g) of the order, are not applicable,

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of Inventory, fixed assets, sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v) a) In our opinion, and according to the information and explanations given to us, the particulars of contractors and arrangements that need to be entered in the register in pursuance of section 301 of the Companies Act,1956 have been entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of such contract or arrangement exceeding Rs.5.00 lacs in respect of any party during the year which have been made at prices which are reasonable having regard to market price at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted during the year deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Rules framed there under. Accordingly, clause 4(vi) of the order is not applicable.

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

viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956,

ix) a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees State Insurance dues, income tax, sales tax, excise duty, customs duty, investor education and protection fund, wealth tax, service tax, cess and any other material statutory dues applicable to it. We are informed that there are no undisputed statutory outstanding, as at the year end, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues in respect of income tax, sales tax, excise duty, customs duty, wealth tax, and cess that have not been deposited with the appropriate authorities on account of any disputes.

x) The Company does not have any accumulated losses at the end of the financial year March 31, 2012. Further, the company has not incurred cash losses during the financial year ended on March 31, 2012 and in the immediately preceding financial year ended on March 31, 2011,

xi) The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders,

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the order is not applicable.

xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the order is not applicable.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. According, clause 4(xv) of the order is not applicable.

xvi) The Company has applied the term loan 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 the no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

xviii) The Company has not made preferential allotment of equity shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

xx) The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For, M. N. Manvar & Co.,

Chartered Accountants

FRN : 106047W

[M. N. Manvar]

Date : 28th May, 2012 Proprietor

Place : Veraval (Shapar), Rajkot Membership No.36292


Mar 31, 2011

(1) We have audited the attached Balance Sheet of RAJOO ENGINEERS LIMITED, as at 31st March 2011, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

(2) We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

necessary for the purposes of our audit;

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

our examination of those books;

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

(iv) In our opinion, the Balance sheet, Profit and loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 and material deviation, if any, are disclosed in the notes on accounts forming part of Audited Financial Statements.

(v) On the basis of written representations received from the directors, as on 31 March 2011, and taken on record by the

Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31 March, 2011.

b) In the case of the Profit & Loss account, of the Profit of the Company for the year ended on that date; and

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

Annexure to the Auditors' Report

Re: Rajoo Engineers Limited

(Referred to in Paragraph 3 of our Report of even date)

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed

assets.

b) The Company has a phased programme of physical verification of it's fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of fixed assets during the year.

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

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 nature of it's business.

c) The Company is maintaining proper records of inventory. Discrepancies noticed on physical verification have been properly dealt with in the books of accounts.

iii) a) The Company has not granted secured or unsecured loan to or from other company or other parties covered in the

register maintained under section 301 of the companies act,1956.

(b) In our opinion, the other terms and conditions on which interest free advance is made are not prejudicial to the interest of the company.

(c) There is no stipulated re-payment of principle amount in respect of such loan.

(d) In our opinion, there is no overdue amount of recovery of principle more than one lakh by the Company as there is no stipulation of re-payment.

(e) According to the Information and explanation given to us, the company has not taken, during the year, any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under 301 of the Companies Act, 1956. Accordingly, clause 4 (iii) (e), (f) and (g) of the order, are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of Inventory, fixed assets, sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v) a) In our opinion, and according to the information and explanations given to us, the particulars of contractors and

arrangements that need to be entered in the register in pursuance of section 301 of the Companies Act,1956 have been entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in

pursuance of such contract or arrangement exceeding Rs.5.00 lacs in respect of any party during the year which have been made at prices which are reasonable having regard to market price at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted during the year deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Rules framed there under. Accordingly, clause 4 (vi) of the order is not applicable.

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

viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

ix) (a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees State Insurance dues, income tax, sales tax, excise duty, customs duty, investor education and protection fund, wealth tax, service tax, cess and any other material statutory dues applicable to it. We are informed that there are no undisputed statutory outstanding, as at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues in respect of income tax, sales tax, excise duty, customs duty, wealth tax, and cess that have not been deposited with the appropriate authorities on account of any disputes.

x) The Company does not have any accumulated losses at the end of the financial year March 31, 2011. Further, the

company has not incurred cash losses during the financial year ended on March 31, 2011 and in the immediately preceding financial year ended on March 31, 2010.

xi) The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the order is not applicable.

xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, clause 4(xiii) of the order is not applicable.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. According, clause 4(xv) of the order is not applicable.

xvi) The Company has applied the term loan 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 the no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

xviii) The Company has made preferential allotment of equity shares to parties and companies covered in the register maintained under section 301 of the Act and the price at which shares have been issued is not prejudicial to the interest of the company.

xix) The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

xx) The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For, M. N. Manvar & Co., Chartered Accountants

[M. N. Manvar] Date : 30th May, 2011 Proprietor Place : Veraval (Shapar), Rajkot Membership No.36292








Mar 31, 2010

(1) We have audited the attached Balance Sheet of RAJOO ENGINEERS LIMITED, as at 31st MARCH 2010, the profit and loss account and also 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 the auditing standards generally accepted in india. Those Standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, An audit also includes assessing the accounting principles used and significant estimates made by management, as wel! 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 {Auditors1 Report) Order, 2003 issued by the Central Government of india in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(4) Further to our comments in the Annexure referred to above, we report that;

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; (iij 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; (Hi) The Balance sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (iv) in our opinion, the Balance sheet, Profit and loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956 and materia! deviation, if any, are disclosed in the notes on accounts forming part of Audited Financial Statements. (v) On the basis of written representations received from the directors, as on 31" March 2010, and taken on record by the Board of Directors, we report that none of the directors is disquaiified as on 31" March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 2 74 of the Companies Act, 1956; (vi) In our opinion and to the best of our Information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31" March, 2010.

b) In the case of the Profit & Loss account, of the Profit of the Company 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 dale.

Annexure to the Auditors Report Re: Rajoo Engineers Limited (Referred to in Paragraph 3 of our Report of even date)

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) The Company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets, In accordance with such programme, the management has physically verified fixed assets during the year and no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of fixed assets during the year,

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

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 nature of its business.

c) The Company is maintaining proper records of inventory. Discrepancies noticed on physical verification have bee properly dealt with in the books of accounts,

iii) a) The Company has not granted unsecured loan to other company or other parties covered in the register maintained under section 301 of the companies act,] 956.

b) in our opinion, the other terms and conditions on which interest free advance is made are not prejudicial to the interest of the company,

c) There is no stipulated re-payment of principle amount in respect of such loan,

d) In our opinion, there is no overdue amount of recovery of principle more than one lac by the Company as there is no stipulation of re-payment,

e) According to the Information and explanation given to us, the company has, during the year not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under 301 of the Companies Act, 1956, Accordingly, clause 4(iii)(e),(f) and (g) of the order, are not applicable,

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of Inventory, fixed assets, sale of goods and services, During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v) a) In our opinion, and according to the information and explanations given to us, the particulars of contractors and arrangements that need to be entered in the register in pursuance of section 301 of the Companies Act, 1956 have been entered, b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of such contract or arrangement exceeding Rs,5,00 lacs in respect of any party during the year which have been made at prices which are reasonable having regard to market price at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted during the year deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Rules framed there under, Accordingly, clause 4(vi) of the order is not applicable.

vii) In our opinion, the Company has an infernal audit system commensurate with the size and the nature of its business,

viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956,

ix) a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees State Insurance dues, income tax, sales tax, excise duty, customs duty, investor education and protection fund, wealth tax, service fax, cess and any other material statutory dues applicable to if. We are informed that there are no undisputed statutory as at the year end, outstanding for a period of more than six months from the date they be came payable.

b) According to the information and explanations given to us, there are no dues in respect of income tax, sales tax, exciseduty, customs duty, wealth tax, and cess that have not been deposited with the appropriate authorities on account of any disputes except as under:

Nature of Assessment Amount Forum where Dues Year (Rs. in Lacs) Dispute is pending

Income Tax 2003-04 3,64 CIT (Appeals)

Income Tax 2004-05 6,67 CIT (Appeals)

income Tax 2005-06 1,04 CIT (Appeals)

Income Tax 2006-07 1,48 CIT (Appeals)

Income Tax 2006-08 2,10 CIT (Appeals)



x) The Company does not have any accumulated losses at the end of the financial year March 31, 2010. Further, the company has not incurred cash losses during the financial year ended on March 31, 2010 and in the immediately preceding financial year ended on March 31,2009,

xi) The Company has neither taken any loans from a financial institution and a bank nor issued any debentures. Accordingly, clause 4(xi) of the order is not applicable.

xli) The Company has not granted ioans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the order is not applicable,

xlii) The Company is not a chit fund, nidhi, mutual benefit fund or a society, Accordingly, clause 4(xiii) of the order is not applicable

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

xv) According to the inf ormation and explanations given to us, the Company has not given any guarantee f c jans taken by others from banks or financial institutions. According, clause 4(xv) of the order is not applicable,

xvi) The Company has not obtained any term loans. Accordingly, clause 4(xvi) of the order is not applicable.

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 the no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital,

xviii) The Company has not made preferential allotment of equity shares to parties and companies covered in the register maintained under section 301 of the Act, However, the preferential warrants issued in previous year are converted into equity shares.

xix) The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

xx) The Company has not raised any money by public issues during the year, Accordingly, ciause 4(xx) of the order is not applicable.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year,

Date ; 31st May, 2010 For, M. N. Manvar & Co.,

Place : Veraval (Shapar), Rajkot Chartered Accountants

[M. N, Manvar]

Proprietor

Membership No.36292







 
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