Mar 31, 2018
1. Report on the Standalone Financial Statements
1.1 We have audited the accompanying standalone financial statements of RODIUM REALTY LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including other comprehensive income), the statement of changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
2. Managementâs Responsibility for the Standalone Financial Statements
2.1 The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
2.2 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; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3. Auditorâs Responsibility
3.1 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 and the order issued under Section 143 (11) of the Act.
3.2 We conducted our audit of the Standalone financial statements 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.
3.3 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 auditorâs 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 Companyâs 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 appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Standalone financial statements.
3.4 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.
4. Opinion
4.1 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 (financial position) of the Company as at 31st March, 2018, its profit (financial performance including other comprehensive income), the changes in equity and its cash flows for the year ended on that date.
5. Other Matters
5.1 The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1stApril 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, have not been audited by us.
Our opinion is not modified in respect of these matters.
6. Report on Other Legal and Regulatory Requirements
6.1 As required by the Companies (Auditorâs Report) Order, 2016(âthe Orderâ) issued by the Central Government in terms of Section 143 (11) of the Act, we give in âAnnexure Aâ - a statement on the matters specified in paragraphs 3 and 4 of the Order.
6.2 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 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 including other comprehensive income, Statement of Changes in Equity 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 Indian Accounting Standards prescribed under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 - Refer Note 28 (h) to the Standalone financial statements;
ii. The Company has no long-term contracts including derivative contracts for which there were no material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the company during the year ended 31st March, 2018.
ANNEXURE âAâ TO THE INDEPENDENT AUDITORâS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF RODIUM REALTY LIMITED
i) In respect of its Fixed Assets:
a) The company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets;
b) As explained to us, the Assets have been physically verified by the management in accordance with a regular programme of verification, which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification;
c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the Company.
i) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.
ii) The company has not granted any loans, secured or unsecured during the year to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the clauses 3(iii) (a), (b) and (c) of the Order are not applicable to the Company. However the company had in the earlier year granted an unsecured loan to its wholly owned subsidiary company. The terms and conditions of grant of such loan are not prejudicial to the interest of the company. The repayment of principal and payment of interest are regular and as per the stipulated terms.
iii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to investments made during the year.
iv) The Company has not accepted any deposits within the meaning of Provisions of Section 73 to 76 of the Act, and the rules framed thereunder from the public.
v) According to the information and explanations given to us, Central Government has not prescribed maintenance of cost records under section 148 (1) of the Act.
vi) a) The company is regular in depositing undisputed statutory dues, including Provident Fund, Employeesâ State Insurance, Income Tax, Sales-Tax, Service Tax, Goods & Services Tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with appropriate authorities, where applicable. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2018 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, sales-tax, service tax, duty of customs, duty of excise, goods and services tax and value added tax on account of any dispute, are as follows:
Statute / nature of dues |
Financial year to which the matter pertains |
Forum where the dispute is pending |
Amount Rs. |
Maharashtra Value Added Act, 2002 |
2008-09 |
Dy. Commissioner (Appeals) |
64,23,339/- |
vii) The company has not defaulted in repayment of its loans or borrowings to banks. The Company does not have any borrowings by way of debentures.
viii) The Company has not raised any moneys by way of Initial public offer or further Public offer (Including debt instruments). Moneys raised by way of Term / Hire Purchase Loan were applied for the purpose for which those are raised.
ix) On the basis of our examination and according to the information and explanations given to us, no fraud by the Company or any material fraud on the company by its officers or employees has been noticed or reported during the year, nor have we been informed of any such case by the management.
x) The managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xi) The company is not a nidhi Company and accordingly provisions of clause (xii)of Para 3 of the order are not applicable to the Company.
xii) On the basis of our examination and according to the information and explanations given to us, we report that all the transaction with the related parties are in compliance with Section 177 and 188 of the Act, and the details have been disclosed in the Financial statements in Refer Note 28(f) as required by the applicable accounting standards.
xiii) The company has not made any preferential allotment or private placement of share or fully or partly paid convertible debentures during the year and accordingly provisions of clause (xiv) of Para 3 of the Order are not applicable to the Company.
xiv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into any non-cash transactions with directors or persons connected with the directors. Accordingly, provisions of clause (xv) of Para 3 of the Order are not applicable to the company.
xv) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act,1934 and accordingly, provisions clause (xvi) of Para 3 of the Order are not applicable to the Company.
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.
âANNEXURE Bâ TO THE INDEPENDENT AUDITORâS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF RODIUM REALTY LIMITED.
1. Report on the Internal Financial Controls OVER FINANCIAL REPORTING under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of RODIUM REALTY LIMITED (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
2. Managementâs Responsibility for Internal Financial Control s
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Act.
3. Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by Institute of Chartered accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
4. Meaning of Internal Financial Controls Over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
5. Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
6. Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.
For M. M. NISSIM & CO
Chartered Accountants
(Firm Regn. No. 107122W)
Sd/-
(N. Kashinath)
Place : Mumbai Partner
Date : 26th May, 2018 Mem. No.: 036490
Mar 31, 2016
TO THE MEMBERS OF RODIUM REALTY LIMITED
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of RODIUM REALTY LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, 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.
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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
3. 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 there under.
4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
6. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
7. 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, 2016, its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
8. As required by the Companies (Auditor''s Report) Order, 2016 ("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" - a statement on the matters specified in paragraphs 3 and 4 of the Order.
9. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid 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 31st March,
2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B" to independent Auditors report; and
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26(a) 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE "A" TO THE INDEPENDENT AUDITOR''S RE PORT
i) In respect of its Fixed Assets:
a) The company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets;
b) As explained to us, the Assets have been physically verified by the management, which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification;
c) On the basis of our examination and according to the information and explanations given to us, the company does not own any immoveable properties. Accordingly the clause 1(c) of the Order is not applicable to the Company.
ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification;
iii) a) The company has during the year granted an unsecured loan to its wholly owned subsidiary covered in the register maintained under section 189 of the Act;
b) In our opinion, the terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company;
c) According to the information and explanations given to us, in respect of the said unsecured loans given by the company, the principle amount thereof is repayable in three years and the payment of interest is as stipulated;.
d) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act
iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made and guarantees given.
v) The Company has not accepted any deposit from public during the year in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under.
vi) According to the information and explanations given to us, Central Government has not prescribed maintenance of cost records under section 148 (1) of the Act.
vii) a) The company is regular depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales-Tax, Service Tax, duty of customs, duty of excise, value-added tax, cess and any other statutory dues with appropriate authorities, where applicable. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding asat March 31, 2016 for a year 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, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
Statute / nature of dues |
Financial year to which the matter pertains |
Forum where the dispute is pending |
Amount Rs. |
Maharashtra Value Added Act, 2002 |
2008 -09 |
Dy. Commissioner (Appeals) |
6,423,339/- |
viii) The company has not defaulted in repayment of its dues to banks. The company does not have any borrowings from Financial Institutions or by way of debentures.
ix) The Company has not raised any moneys by way of Initial public offer or further Public offer (Including debt instruments), during the year. Moneys raised by way of Term / Hire Purchase Loan were applied for the purpose for which those are raised.
x) On the basis of our examination and according to the information and explanations given to us, no fraud by the Company or any fraud on the company by its officers or employees has been noticed or reported during the year, nor have we been informed of any such case by the management.
xi) The managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii) The company is not a nidhi Company and accordingly provisions of clause (xii)of Para 3 of the order are not applicable to the Company.
xiii) On the basis of our examination and according to the information and explanations given to us, we report that all the transaction with the related parties are in compliance with Section 177 and 188 of the Act, and the details have been disclosed in the Financial statements in Note no. 26(e) as required by the applicable accounting standards.
xiv) The company has not made any preferential allotment or private placement of share or fully or partly convertible debentures during the year and accordingly provisions of clause (xiv) of Para 3 of the Order are not applicable to the Company.
xv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly provisions of clause (xv) of Para 3 of the Order are not applicable to the company.
xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, provisions clause (xvi) of Para 3 of the Order are not applicable to the Company.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
1. We have audited the internal financial controls over financial reporting of RODIUM REALTY LIMITED ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For M.M. NISSIM & CO.
Chartered Accountants
Firm Regn.No.l07122W
Sd/-
Place: Mumbai
(N- Kashinath)
Date: May 19, 2016 Partner
Mem. No.36490
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
RODIUM REALTY LIMITED ("the Company"), which comprise the Balance Sheet
as at March 31, 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.
2. The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these 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
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
4. 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.
5. 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.
6. 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 control 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.
7. 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
8. 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 March 31, 2015, its profit and its cash
flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. 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.
10. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid 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 March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 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 26A 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 were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in our report of even date to the members of RODIUM REALTY
LIMITED as at and for the year ended March 31, 2015).
i) In respect of its Fixed Assets:
a) The company has maintained proper records showing full particulars,
including quantitative details and situation of Fixed Assets;
b) As explained to us, the Assets have been physically verified by the
management, which in our opinion is reasonable, considering the size
and the nature of its business. The frequency of verification is
reasonable and no material discrepancies have been noticed on such
physical verification;
ii) In respect of its inventories:
a) The inventory has been physically verified by the management during
the year. In our opinion, the frequency of verification is reasonable;
b) The procedures of physical verification of inventory followed by the
management are, in our opinion, 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. As informed,
no material discrepancies were noticed on such physical verification.
iii) The company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 189 of the Act. Accordingly the clauses 3(iii) (a) & (b)
of the Order are not applicable;
iv) In our opinion there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of inventories, fixed assets and for
the sale of goods and services. During the course of our audit, no
major weakness has been noticed in internal control system, in respect
of these areas.
v) The Company has not accepted any deposit from public during the year
in accordance with the provisions of sections 73 to 76 of the Act and
the rules framed thereunder.
vi) According to the information and explanations given to us, Central
Government has not prescribed maintenance of cost records under section
148 (1) of the Act.
vii) a) The company is regular in depositing 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, cess and any other statutory dues with appropriate
authorities, where applicable. According to the information and
explanations given to us, there are no undisputed amounts payable in
respect of such statutory dues which have remained outstanding as at
March 31,2015 for a period of more than six months from the date they
became payable.
b) According to the records of the company, there are no dues
outstanding in respect of income-tax, sales-tax, wealth-tax, service
tax, duty of customs, duty of excise, value added tax and cesson
account of any dispute except as stated below;
Statute / Financial year Forum where the Amount
nature of dues to which the matter dispute is Rs.
pending
pertains
Maharashtra Value 2008-09 Dy. Commissioner 6,423,339/-
Added Act, 2002 (Appeals)
c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company in accordance with
the provisions of the Companies Act, 1956.
viii) The company has no accumulated losses at the end of the financial
year. Further, the Company has not incurred cash losses in the current
financial year as well as immediately preceding financial year.
ix) The company has not defaulted in repayment of its dues to banks. The
company does not have any borrowings from Financial Institutions or by
way of debentures.
x) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from banks
and financial institutions.
xi) On the basis of records examined by us we have to state that, the
company has, prima facie, applied the Term/Hire Purchase loans for the
purpose for which they are obtained.
xii) On the basis of our examination and according to the information
and explanations given to us, no fraud on or by the company, has been
noticed or reported during the year except for a case of Purchase of
Transfer of Development Right from a vendor where the Company has
initiated the legal process for recovering the advance paid amounting to
Rs. 22,800,000/- due to the breach of contract and fraud on the Company.
Pending outcome of the legal process, the amount paid has been reflected
under Short Term Loans and Advances (Refer Note 26 (j)).
For M. M. NISSIM & CO.
Chartered Accountants
FRN No. (ICAI Reg. No.107122W)
Sd/-
(N. Kashinath
May 25, 2015 Partner
Mumbai Mem. No. 36490
Mar 31, 2014
We have audited the accompanying Consolidated Financial Statements of
RODIUM REALTY LIMITED (''the company'') and its subsidiaries (the Company
and its subsidiaries constitute the ''Group'') which comprise the
Consolidated Balance Sheet as at March 31, 2014, the consolidated
Statement of Profit and Loss and the consolidated Cash Flow Statement
of the Group for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation of these consolidated
financial statements that give a true and fair view of the consolidated
financial position, consolidated financial performance and consolidated
cash flows of the company in accordance with the Accounting Standards
referred to in sub-section (3C) of section 211 of the Companies Act,
1956 (''the Act''). This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the consolidated 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 consolidated financial statements.
The procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the consolidated
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 consolidated
financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity''s internal control. An
audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
consolidated 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 by the Act 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 ofthe
Company as at 31st March 2014;
b) in the case of the statement of Profit and Loss, of the Profit for
the year ended on that date; and
c) in the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1 . As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of sub-
section (4A) of section 227 of the Companies Act, 1956 (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 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 & Loss and
Cash Flow statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956;
e) On the basis of written representations received from the Directors
as on 31st March 2014 and taken on record by the Board of Directors and
on the basis of examination and records of the company, we report and
certify that none of the Directors is disqualified as on 31 March, 2014
from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956 on the said
date;
(Referred to in our report of even date to the members of RODIUM REALTY
LIMITED as at and for the year ended 31st March, 2014).
i) In respect of its Fixed Assets:
a) The company has maintained proper records showing full particulars,
including quantitative details and situation of Fixed Assets;
b) As explained to us, the assets have been physically verified by the
management, which in our opinion is reasonable, considering the size
and the nature of its business. The frequency of verification is
reasonable and discrepancies noticed on such physical verification have
been properly dealt with in the books of account;
c) The company has not disposed off any substantial part of its Fixed
Assets during the year.
ii) In respect of its inventories:
a) The inventory has been physically verified by the management during
the year. In our opinion, the frequency of verification is reasonable;
b) The procedures of physical verification of inventory followed by the
management are, in our opinion, 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. As informed,
no material discrepancies were noticed on such physical verification.
iii) a) 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 clauses
4(iii) (b) to (d) of the Order are not applicable;
b) The company has taken unsecured loans from 10 parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year and the year-end balance of
loans taken from such parties were ''20,89,07,630/- and '' 18,08,58,175/-
respectively.
c) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms & conditions are not
prima facie prejudicial to the interest of the company.
d) The principal and interest payments in respect of the said loans
were regular.
iv) In our opinion there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of inventories, fixed assets and for
the sale of goods and services. During the course of our audit, no
major weakness has been noticed in internal control system, in respect
of these areas.
v) a) Based on the audit procedure applied by us and according to the
information,explanations and representation given to us, we are of the
opinion that particulars of contracts or arrangements referred to in
section 301 of the Companies Act, 1956 that need to be entered in the
register maintained under that section have been so entered.
b) According to the information and explanations given to us, the
transactions made in pursuance of contracts or arrangements entered in
the register maintained under section 301 of the Companies Act, 1956
exceeding the value of Rs. 5 lakhs in respect of each party, the
transactions have been made at rates which are, prima facie, reasonable
having regard to the prevailing market rates at the relevant time,
where comparable market rates exists.
vi) In our opinion and according to the information and explanations
given to us, the company has not accepted any deposits from public
within the meaning of section 58 A and 58 AA of the Companies Act, 1956
and Rules framed there under.
vii) The Company has appointed a firm of Chartered Accountants to carry
out the internal audit of its operations. In our opinion, the company''s
internal audit system is 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
maintenance of cost records under section 209(1)(d) of the Act, and are
of the opinion that prima facie the prescribed accounts and records
have generally been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
ix) a) The company is generally regular in depositing undisputed
statutory dues,including Provident Fund, Investor Education and
Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
statutory dues with appropriate authorities, where applicable, except
for a few delays in payment of service tax.
According to the information and explanations given to us, there are no
undisputed amounts payable in respect of such statutory dues which have
remained outstanding as at 31st March, 2014 for a period of more than
six months from the date they became payable.
b) According to the information and explanations given to us, there are
no dues of Sales tax, Income tax, Custom duty, Wealth tax, Service Tax,
Excise duty and Cess that have not been deposited on account of any
dispute, except as stated below:
Statute / Financial year Forum where the Amount
nature of dues to which the dispute is pending Rs.
matter pertains
Maharashtra Value 2008-09 Dy. Commissioner 64,23,339/-
Added Act, 2002 (Appeals)
x) The company has no accumulated losses at the end of the financial
year. Further, the Company has not incurred cash losses in the current
financial year. However, the Company had incurred cash losses in the
immediately preceding financial year.
xi) The company has not defaulted in repayment of its dues to banks.
The company does not have any borrowings from financial institutions or
by way of debentures.
xii) The company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
xiii) The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund / Societies are not applicable to the
company.
xiv) According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures or
other investments except for investments in mutual funds, where the
company has maintained proper records, timely entries have been made
and the investments are held in the name of the company.
xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks and financial institutions.
xvi) On the basis of the records examined by us we have to state that,
the company has, prima facie, applied the Term / Hire Purchase loans
for the purposes for which they were obtained.
xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the company, we report
that no funds raised on short term basis have been used for long-term
investments.
xviii) The company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the companies Act, 1956.
xix) The company has not issued any debentures during the year.
xx) The company has not raised any money by way of public issue during
the year.
xxi) On the basis of our examination and 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. M. NISSIM AND CO.
Chartered Accountants
FRN No. (ICAI Reg. No.107122W)
Sd/-
(N. Kashinath)
May 29, 201 4 Partner
Mumbai Mem. No. 36490
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying Financial Statements of Rodium Realty
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 the Explanatory Information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the company in accordance with
the Accounting 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 by the Act and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
a) in the case of the Balance Sheet, of the State of Affairs of the
Company as at 31st March 2013;
b) in the case of the statement of Profit and Loss, of the Loss for the
year ended on that date; and
c) in the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 (the ÂAct'')
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 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 & Loss and
Cash Flow statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956;
e) On the basis of written representations received from the Directors
as on 31st March 2013 and taken on record by the Board of Directors and
on the basis of examination and records of the company, we report and
certify that none of the Directors is disqualified as on 31 March, 2013
from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956 on the said
date;
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in our report of even date to the members of RODIUM REALTY
LIMITED as at and for the year ended 31st March, 2013).
i) In respect of its Fixed Assets:
a) The company has maintained proper records showing full particulars,
including quantitative details and situation of Fixed Assets;
b) As explained to us, the assets have been physically verified by the
management, which in our opinion is reasonable, considering the size
and the nature of its business. The frequency of verification is
reasonable and discrepancies noticed on such physical verification have
been properly dealt with in the books of account;
c) The company has not disposed off any part of its Fixed Assets during
the year. ii) In respect of its inventories:
a) The inventory has been physically verified by the management during
the year. In our opinion, the frequency of verification is reasonable;
b) The procedures of physical verification of inventory followed by the
management are, in our opinion, 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. As informed,
no material discrepancies were noticed on such physical verification.
iii) a) 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 clauses
4(iii) (b) to (d) of the Order are not applicable;
b) The company has taken unsecured loans from 10 parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year and the year-end balance of
loans taken from such parties were Rs. 18,21,90,886/- and Rs.
17,49,45,889/- respectively.
c) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms & conditions are not
prima facie prejudicial to the interest of the company.
d) The principal and interest payments in respect of the said loans
were regular.
iv) In our opinion there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of inventories, fixed assets and for
the sale of goods and services. During the course of our audit, no
major weakness has been noticed in internal control system, in respect
of these areas.
v) a) Based on the audit procedure applied by us and according to the
information,
explanations and representation given to us, we are of the opinion that
particulars of contracts or arrangements referred to in section 301 of
the Companies Act, 1956 that need to be entered in the register
maintained under that section have been so entered.
b) According to the information and explanations given to us, the
transactions made in pursuance of contracts or arrangements entered in
the register maintained under section 301 of the Companies Act, 1956
exceeding the value of Rs.5 lakhs in respect of each party, the
transactions have been made at rates which are, prima facie, reasonable
having regard to the prevailing market rates at the relevant time,
where comparable market rates exists.
vi) In our opinion and according to the information and explanations
given to us, the company has not accepted any deposits from public
within the meaning of section 58 A and 58 AA of the Companies Act, 1956
and Rules framed there under.
vii) The Company has appointed a firm of Chartered Accountants to carry
out the internal audit of its operations. In our opinion, the company''s
internal audit system is 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
maintenance of cost records under section 209(1)(d) of the Act, and are
of the opinion that prima facie the prescribed accounts and records
have generally been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
ix) a) The company is generally regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
statutory dues with appropriate authorities, where applicable, except
for a few delays in payment of service tax. According to the
information and explanations given to us, there are no undisputed
amounts payable in respect of such statutory dues which have remained
outstanding as at 31st March, 2013 for a period of more than six months
from the date they became payable.
b) According to the information and explanations given to us, there are
no dues of Sales tax, Income tax, Custom duty, Wealth tax, Service Tax,
Excise duty and Cess that have not been deposited on account of any
dispute.
x) The accumulated losses at the end of the financial year are less
than fifty percent of the net worth of the Company. Further, the
Company has incurred cash losses in the current financial year.
However, the Company has not incurred cash losses in the immediately
preceding financial year.
xi) The company has not defaulted in repayment of its dues to banks.
The company does not have any borrowings from financial institutions or
by way of debentures.
xii) The company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
xiii) The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund / Societies are not applicable to the
company.
xiv) According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures or
other investments except for investments in mutual funds, where the
company has maintained proper records, timely entries have been made
and the investments are held in the name of the company.
xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks and financial institutions.
xvi) On the basis of the records examined by us we have to state that,
the company has, prima facie, applied the Term / Hire Purchase loans
for the purposes for which they were obtained. The company does not
have any other term loans.
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
investments.
xviii) The company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the companies Act, 1956.
xix) The company has not issued any debentures during the year.
xx) The company has not raised any money by way of public issue during
the year.
xxi) On the basis of our examination and 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. M. NISSIM AND CO.
Chartered Accountants
FRN No. (ICAI Reg. No.107122W)
(N. Kashinath)
May 25, 2013 Partner
Mumbai Mem. No. 36490
Mar 31, 2012
We have audited the attached Balance Sheet of Rodium Realty Limited as
at 31st March 2012, and also the Statement of Profit and Loss and the
cash flow statement for the year ended on that date annexed thereto
which we have signed under reference to this report. 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.
We conducted our audit in accordance with generally accepted auditing
standards 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.
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 Companies Act, 1956 (the 'Act')
we give in the annexure a statement on the matters specified in
paragraphs 4 and 5 of the Order.
Further to our comments referred to above, we report that:
1. We have obtained all the information and explanations, which to the
best of our knowledge belief were necessary for the purpose of our
audit;
2. 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;
3. 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;
4. In our opinion, the Balance Sheet, Statement of Profit & Loss and
Cash Flow statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956;
5. On the basis of written representations received from the Directors
as on 31st March 2012 and taken on record by the Board of Directors and
on the basis of examination and records of the company, we report and
certify that none of the Directors is disqualified as on 31 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 on the said
date;
6. In our opinion and to the best of our information and according to
the explanations given to us, the said Accounts read together 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 2012;
b) in the case of the statement of Profit and Loss, of the Profit for
the year ended on that date; and
c) in the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS1 REPORT
(Referred to in our report of even date to the members of RODIUM REALTY
LIMITED as at and for the year ended 31st March, 2012).
i) In respect of its Fixed Assets:
a) The company has maintained proper records showing full particulars,
including quantitative details and situation of Fixed Assets;
b) As explained to us, the assets have been physically verified by the
management, which in our opinion is reasonable, considering the size
and the nature of its business. The frequency of verification is
reasonable and discrepancies noticed on such physical verification have
been properly dealt with in the books of account;
c) The company has not disposed off any part of its Fixed Assets during
the year.
ii) In respect of its inventories:
a) The inventory has been physically verified by the management during
the year. In our opinion, the frequency of verification is reasonable;
b) The procedures of physical verification of inventory followed by the
management are, in our opinion, 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. As informed,
no material discrepancies were noticed on such physical verification.
iii) a) 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 clauses
4(iii) (b) to (d) of the Order are not applicable;
b) The company has taken unsecured loans from 10 parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year and the year end balance of
loans taken from such parties were Rs. 208,749,547/- and Rs.
165,083,889/- respectively.
c) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms & conditions are not
prima facie prejudicial to the interest of the company.
d) The principal and interest payments in respect of the said loans
were regular.
iv) In our opinion there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of inventories, fixed assets and for
the sale of goods and services. During the course of our audit, no
major weakness has been noticed in internal control system, in respect
of these areas.
v) a) Based on the audit procedure applied by us and according to the
information, explanations and representation given to us, we are of the
opinion that particulars of contracts or arrangements referred to in
section 301 of the Companies Act, 1956 that need to be entered in the
register maintained under that section have been so entered.
b) According to the information and explanations given to us, the
transactions made in pursuance of contracts or arrangements entered in
the register maintained under section 301 of the Companies Act, 1956
exceeding the value of Rs.5 lakhs in respect of each party, the
transactions have been made at prices which are, prima facie,
reasonable having regard to the prevailing market prices at the
relevant time, where comparable market price exists.
vi) In our opinion and according to the information and explanations
given to us, the company has not accepted any deposits from public
within the meaning of section 58 A and 58 AA of the Companies Act, 1956
and Rules framed there under.
vii) The Company has appointed a firm of Chartered Accountants to carry
out the internal audit of its operations. In our opinion, the company's
internal audit system is 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
maintenance of cost records under section 209(1)(d) of the Act, and are
of the opinion that prima facie the prescribed accounts and records
have generally been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
ix) a) The company is generally regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
statutory dues with appropriate authorities, where applicable.
According to the information and explanations given to us, there are no
undisputed amounts payable in respect of such statutory dues which have
remained outstanding as at 31st March, 2012 for a period of more than
six months from the date they became payable.
b) According to the information and explanations given to us, there are
no dues of Sales tax, Income tax, Custom duty, Wealth tax, Service Tax,
Excise duty and Cess that have not been deposited on account of any
dispute.
x) The accumulated losses at the end of the financial year are less
than fifty percent of the net worth of the Company. Further, the
Company has not incurred cash losses in the current financial year and
in the immediately preceding financial year.
xi) The company has not defaulted in repayment of its dues to banks.
The company does not have any borrowings from financial institutions or
by way of debentures.
xii) The company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
xiii) The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund / Societies are not applicable to the
company.
xiv) According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures or
other investments except for investments in mutual funds, where the
company has maintained proper records, timely entries have been made
and the investments are held in the name of the company.
xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks and financial institutions.
xvi) On the basis of the records examined by us we have to state that,
the company has, prima facie, applied the Hire Purchase loans for the
purposes for which they were obtained. The company does not have any
other term loans.
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
investments.
xviii) The company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the companies Act, 1956.
xix) The company has not issued any debentures during the year.
xx) The company has not raised any money by way of public issue during
the year.
xxi) On the basis of our examination and 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. M. NISSIM AND CO.
Chartered Accountants
FRN No. (ICAI Reg. No.107122W)
(N. Kashinath)
August 29, 2012 Partner
Mumbai Mem. No. 36490
Mar 31, 2010
1. We have audited the attached Balance Sheet of Vishal Cotspin
Limited (Ãthe CompanyÃ) 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 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 the 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 (Auditorsà Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 (Ãthe ActÃ),
we enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956;
v. On the basis of the written representations received from the
directors, as on March 31, 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2010 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956; and
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements, read
together with the Notes thereon and attached thereto give the
information required by the Companies Act, 1956, in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2010;
b) in the case of the profit and loss account, of the profit for the
year ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORSÃ REPORT
(Referred to in our Report to the Members of Vishal Cotspin Limited on
the accounts for the year ended March 31, 2010)
1. The Company does not have any fixed assets and therefore, the
provisions of clause 4 (i) of the Companies (Auditorsà Report) Order,
2003 are not applicable to the Company.
2. The Company does not have any inventory, nor has undertaken any
purchase or sales of any goods and therefore, the provisions of clause
4(ii) of the Companies (Auditorsà Report) Order, 2003 are not
applicable to the Company.
3. (a) The Company had granted interest free loan to a private company
covered in the register maintained under Section 301 of the Companies
Act, 1956. The maximum amount involved during the year was Rs. 125.24
lakhs and the year end balance of loans granted to such parties was
Nil.
(b) The rate of interest and terms of loan given are, prima facie,
prejudicial to the interest of the Company.
(c) According to the information and explanations given to us, there
were no specific covenants with regard to the repayment of the loan.
The said loan has been repaid during the year under consideration.
(d) The Company has taken loans from five parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 201.25 lakhs and the
year end balance of loans taken from such parties is Rs. 200.25 lakhs.
(e) The rates of interest and terms of the loan taken are not, prima
facie, prejudicial to the interest of the Company.
(f) According to the information and explanations given to us, there
are no specific covenants with regard to the repayment of loans taken.
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. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
5. (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
entered.
(b) There are no transactions made exceeding value of Rs. 0.50 million
entered into during the financial year.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits within the
meaning of Section 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. To the best of our knowledge and as explained to us, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of Section 209 of the Act for the products dealt
by the Company during the year under review.
9. According to the information and explanations given to us, the
Company is generally regular in depositing with appropriate authorities
undisputed statutory dues towards provident fund, investor education
and protection fund, employeesà state insurance, income-tax, sales-tax,
excise duty, wealth- tax, service tax, customs duty, cess and other
material statutory dues to the extent applicable to it with the
appropriate authorities during the year. As explained to us, no
undisputed amount payable were in arrears as at 31st March, 2010 for a
period of more than six months from the date they became payable.
10. The Company has not incurred cash loss during the year but had
incurred cash loss during the immediate previous year. The accumulated
losses as at the end of the financial year are more than 50% of its net
worth.
11. According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to its banks or to any
financial institution during the financial year.
12. According to the information and explanations given 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 during the
year.
13. 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 (Auditorsà Report) Order, 2003 (as amended) are not
applicable to the Company.
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. Accordingly, the provisions of clause 4(xiv) of
the Companies (Auditorsà Report) Order, 2003 (as amended) are not
applicable to the Company.
15. 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.
16. As informed to us, the Company has not raised any term loan during
the financial year.
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. According to the information and explanations given to us, the
Company has not issued any debentures during the year.
20. As informed to us, the Company has not raised any money through
public issue.
21. 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 Ashar & Co.
Chartered Accountants
Firm Registration No. 129159W
Yogesh Ashar
Partner
Membership No. 046259
Date: July 07, 2010
Place: Mumbai