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Auditor Report of SE Investments Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of M/S S. E. INVESTMENTS LIMITED (the Company) which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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:

1. In the case of the balance sheet of the state of affairs of the Company as at 31st March 2015;

2. In the case of the statement of profit and loss, of the profit for the year ended on that date; and

3. 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, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 audit of all the branch offices of the Company has been conducted by us, hence section 143 (8) is not applicable;

d. The Balance Sheet, Statement of Profit and Loss and Cash How Statement dealt with by this Report are in agreement with the books of account;

e. 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.

f. On the basis of written representations received from the directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

g. With respect to the adequacy of internal financial control over financial reporting of the company and operating effectiveness of such control. The Company has proper internal control system.

h. With respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us: i) The Company does not have any pending litigations (other than in the ordinary course of business) which would impact its financial position. ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses. iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure To Auditors'' Report

(Referred to in our Report of even date for E Y. 2014-15)

i. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

As explained to us, the fixed assets have been physically verified by the management at reasonable interval. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

According to information and explanations given to us, no substantial disposal of fixed assets has been made during the year.

ii. As explained to us, inventory have been physically verified by the management at reasonable interval.

In our opinion, 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.

In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. The Company has granted loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

The repayment/receipt of the principal and interest of loan granted is regular and there is no overdue at the Balance Sheet date.

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 with regard to purchase of inventory and fixed assets, sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weakness in internal control system.

v. Directives issued by Reserve Bank of India and provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules framed there under have been complied with.

vi. Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the company.

vii. According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Employees State Insurance, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Provident Fund etc. outstanding as at the last day of financial year concerned for a period of more than six months from the date they became payable.

There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Company as per Companies Act 1956 and the Rules framed there under.

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

ix. The Company has not defaulted in the repayment of dues to a Financial Institution or Bank or Debenture holders.

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

xi. In our opinion and according to information and explanations given to us, the Company had applied the Term Loans for the purpose for which the loans were obtained.

xii. According to the information, explanations given to us and nature of the business of the Company, no fraud on or by the Company has been noticed or reported during the year.



For R. LAL & COMPANY For P M S & Co.

Chartered Accountants Chartered Accountants

Firm Reg. No. 000926C Firm Reg. No. 013398C



So/- Sd/-

(CA. RAM LAL AGRAWAL) (CA. SHILPIAGARWAL)

Proprietor Partner

M. No. 017583 M. No. 405692

Date :11th April, 2015

Place: Delhi


Mar 31, 2014

We have audited the accompanying financial statements of M/S S. E. INVESTMENTS LIMITED which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting 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 controls 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.

AUDITORS'' 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 auditors'' 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 of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion 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 the management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

1. In the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

2. In the case of the statement of profit and loss, of the profit for the year ended on that date; and

3. 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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

bb. The audit of all the branch offices of the Company has been conducted by us, hence clause (c) of Section 228(3) of the Companies Act, 1956 is not applicable;

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, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the 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, none of the directors are disqualified as on 31st 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; and

f. Since the Central Government has not issued any notification as to the rate which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the

ANNEXURE TO AUDITORS'' REPORT OF M/S S. E. INVESTMENTS LTD. (Referred to in our Report of even date for F. Y. 2013-14)

1. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

As explained to us, the fixed assets have been physically verified by the management at reasonable interval. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

According to information and explanations given to us, no substantial disposal of fixed assets has been made during the year.

2. In our opinion, 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.

In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. Company has taken loans secured or unsecured from Companies, firms & other parties listed in the register maintained under Section 301 of the Companies Act, 1956. The outstanding amount as on 31st March 2014 is Nil.

The rate of interest and other terms and conditions are not prejudicial to the interest of the Company.

The Company has granted loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. The outstanding amount as on 31st March 2014 is Nil.

The rate of interest and other terms and conditions are not prejudicial to the interest of the Company.

4. 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 with regard to purchases of inventory and fixed assets, sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been entered and the transactions have been made at price which is reasonable with regard to the prevailing market

6. Directives issued by the Reserve Bank of India and provisions of Section 58A & 58AA or any other relevant provision of the Companies Act, 1956 and the Rules framed there under have been complied with.

7. In our opinion, the Company has an adequate Internal Audit System commensurate with size and nature of its business.

8. Maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 are not applicable to the company.

9. According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Investor Education and Protection Fund, Employees State Insurance, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Provident Fund etc. outstanding as at the last day of financial year concerned for a period of more than six months from the date they became payable.

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

11. The Company has not defaulted in the repayment of dues to a Financial Institutions, Banks or Debenture holders.

12. In our opinion, adequate documents and records are maintained by the Company in cases where loans & advances have been granted on the basis of security by way of pledge of shares, debentures & other securities.

13. The provisions of any special statute applicable to chit fund, nidhi or mutual benefit society are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, proper records have been maintained in respect of dealing & trading of shares, debentures, securities and any other investments and timely entries have been made therein. All the investments are held in Company''s name.

15. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks / Financial Institutions. Accordingly clause 4(xv) of the order is not applicable.

16. In our opinion and according to information and explanations given to us, the Company had applied the Term Loans for the purpose for which the loans were obtained.

17. According to the Cash Flow statement and the information and explanations given to us, on an overall basis, funds raised on short term basis prima facie, have not been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

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

20. The Company has not raised any funds by public issue during the year.

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

For R. LAL & Company For PMS & Co. Chartered Accountants Chartered Accountants Firm Reg. No. 000926C Firm Reg. No. 013398C

Sd/- Sd/- (CA Ram Lal Agrawal) (CA Shilpi Agarwal) Proprietor Partner M. No. 017583 M. No. 405692

Date : 30th May 2014 Place : Delhi


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying fnancial statements of M/S S.E. INVESTMENTS LIMITED which comprise the Balance Sheet as at 31st March 2013, the Statement of Proft and Loss, the Cash Flow Statement for the year ended, and a summary of signifcant accounting policies and other explanatory information.

MANAGEMENt''S rESpONSIbILItY fOr thE fINANCIAL StAtEMENtS

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 controls relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AuDItOrS'' rESpONSIbILItY

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The

procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 the management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

OpINION

In our opinion and to the best of our infor mation and according to the explanations given to us, the fnancial 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:

1. In the case of the balance sheet, of the state of affairs of the Company as at 31st March 2013;

2. In the case of the statement of proft and loss, of the proft for the year ended on that date; and

3. In the case of the cash fow statement, of the cash fows 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"), as amended, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c. The Balance Sheet, Statement of Proft 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 Proft and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors are disqualifed as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notifcation as to the rate which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of fxed assets. The fxed assets have been physically verifed by the management at reasonable interval. According to the information and explanations given to us, no material discrepancies were noticed on such verifcation.

According to information and explanations given to us, no substantial disposal of fxed assets has been made during the year.

2. In our opinion, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifcation.

3. Company has taken loans from companies, frms & other parties or companies listed in the register maintained under Section 301 of the Companies Act, 1956.

The rate of interest and other terms and conditions are not prejudicial to the interest of the Company.

The Company has granted loans, secured or unsecured to companies, frms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

The rate of interest and other terms and conditions are not prejudicial to the interest of the Company.

4. 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 with regard to purchases of inventory and fxed assets, sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of section 301 of the Companies Act, 1956 have been entered and the transactions have been made at price which are reasonable with regard to the prevailing market price at the relevant time.

6. Directives issued by The Reserve Bank of India and provisions of Section 58A & 58AA or any other relevant provision of the Companies Act, 1956 and the Rules framed there under have been complied with.

7. In our opinion, the Company has an adequate Internal Audit System commensurate with size and nature of its business.

8. Maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 are not applicable to the company.

9. According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Investor Education and Protection Fund, Employees State Insurance, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Provident Fund etc. outstanding as at the last day of fnancial year concerned for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated losses at the end of the fnancial year and has not incurred cash losses during the year and during the immediately preceding fnancial year.

11. The Company has not defaulted in the repayment of dues to a Financial Institution or Bank or Debenture holders.

12. In our opinion adequate documents and records are maintained by the Company in cases where loans & advances have been granted on the basis of security by way of pledge of shares, debentures & other securities.

13. The provisions of any Special Statute applicable to chit fund, nidhi or mutual beneft society are not applicable to the company.

14. In our opinion and according to the information and explanations given to us, proper records have been maintained in respect of dealing & trading of shares, debentures, securities and any other investments and timely entries have been made therein. All the investments are held in Company''s name.

15. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks/fnancial institutions. Accordingly clause 4(xv) of the order is not applicable.

16. In our opinion and according to information and explanations given to us, the Company had applied the Term Loans for the purpose for which the loans were obtained.

17. According to the Cash Flow statement and the information and explanations given to us, on an overall basis, funds raised on short term basis prima facie, have not been used during the year for long term investment.

18. The Company has not made any preferential allotments of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

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

20. The Company has not raised any funds by public issue during the year.

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

for r. LAL & Company for p M S & Co.

Chartered Accountants Chartered Accountants

Firm Reg. No. 000926C Firm Reg. No. 013398C

Sd/- Sd/-

(CA ram Lal Agrawal) (CA Shilpi Agarwal)

Proprietor Partner

M.No 17583 M.No. 405692

Date : 29th May 2013 Place : Delhi


Mar 31, 2012

We have audited the attached Balance Sheet of M/s S.E. Investments Ltd., as at 31st March, 2012, and also the Profit and loss account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinon on these financial statements based on our audit.

We conduct 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosers 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 (Auditors' Report) Order, 2003 and the Companies (Auditors' Report) (Amendment) oRder, 2004, issued by the Central GOvernment in terms of Section 227(4A) of tyhe COmpanies Act, 1956, we annex hereto a 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 those books.

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

iii) The Balance Sheet and Prfoit and Loss account dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the directors 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 he 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 od the Company a 31st, 2012;

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 AUDITORS REPORT OF M/S. S.E. INVESTMENTS LTD., (Referred to in paragraph (3) of our Report of even date for F.Y.2011-12)

1. The COmpany has maintained proper records to show full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable interval. Accounting to the information and explanations given to us, no material discrepancies were noticed on such verification. According to information and explanations given to us, no substained disposal of fixed assets (except demerger as per terms of demerger scheme sanctioned by Honourable Delhi High Court) has been made during the year.

2. In our opinion, the procedures of the physical verification of inventory followed by the management are reasonable and adequate in the relation to the size of the Company and of its business.

In our opinion and according to information and expalantions given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. Company has taken loans from companies, firms & other parties of companies listed in the register maintained under Section 301 of the COmpanies Act 1956.

The rate of interest and other terms and conditions are not prejudicial to the interest of the Company.

The Company has granted loans, secured or unsecured to companies, firms or other parties listed in he register maintained under Section 301 of the Companies Act.

4. 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 with regard to purchase of inventory and fixed assets, sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weakness in internal control systems.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in he register in purchase of section 301 of the Companies Act, 1956, have been entered and the transactions have been made at price whcih are reasonable with regard to the prevalling market price at the relevant time.

6. Directives issued by Reserve Bank of India and provisions of Section 58A & 58AA or any other relevant provision of the Companies Act, 1956 and the Rules framed there under have been compiled with.

7. In our opinion, the Company has an adequate Internal Audit System commensurate with size and nature of its business.

8. Maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act are not applicable.

9. According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Customs Duty, Excise Duty, Provident Fund etc. outstanding as at the last day of financial year concerned for a period of more than six months from the date hey became payable.

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

11. The Company has not defaulted in the repayment of dues to a Financial Institution or bank or Debenture holders.

12. In our opinion, adequate documents adn records are maintained by the Company in cases where loans & advances have been granted on the basis of security by way of pledge of shares, debentures & other securities.

13. The provision of any special statute applicable to chitfund, nidhi or mutual benefit society are not applicable to he Company.

14. In our opinion and according to the information and explanations given to us, proper records have been maintained in respect of dealing & trading of shares, debentures, securities and any other investments and timely entries have been made therein. All the investments are held in Company's name.

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

16. In our opinion and according to information and explanations given to us, the Company had applied the Term Loans for the purpose for which the loans were obtained.

17. According to the Cash Flow statement and the information and expalanations given to us, on an overall basis, funds raised on short term basis prima facie, have not been used during the year for long term investment.

18. The Company has not made any preferential allotments of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

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

20. The Company has not raised any funds by public issue during the year.

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

For R. LAL & Company For P M S & Co. Chartered Accountants Chartered Accountants Firm Reg. No. O00926C Firm Reg. No. 013398C

Sd/- Sd/- (CA Ram Lal Agarwal) (CA Shilpi Agarwal) Proprietor Partner M.No.17583 M.No.405692


Mar 31, 2011

We have audited the attached Balance Sheet of S. E. Investments Ltd. as at 31st March, 2011, and also the Profit and Loss account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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 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.

As required by the Companies (Auditors' Report) Order, 2003 and the Companies (Auditors' Report) (Amendment) Order, 2004, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph-4 of the said order.

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

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

the purposes of our audit.

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

iii) The Balance Sheet and Profit and Loss account dealt with by this Report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this Report comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the directors 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 31st March, 2011;

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 AUDITORS' REPORT OF M/S S. E. INVESTMENTS LTD.

(Referred to in paragraph (3) of our Report of even date for F. Y. 2010-11)

1. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable interval. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

According to information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year.

2. In our opinion, 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.

In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. Company has taken loans from companies, firms & other parties or companies listed in the register maintained under Section 301 of the Companies Act 1956.

The rate of interest and other terms and conditions are not prejudicial to the interest of the Company.

The Company has not granted loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act.

There being no such loans, the questions regarding the rate of interest and other terms and conditions not prejudicial to the interest of the Company are not applicable.

4. 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 with regard to purchases of inventory and fixed assets, sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of section 301 of the Companies Act have been entered and the transactions have been made at price which are reasonable with regard to the prevailing market price at the relevant time.

6. Directives issued by Reserve Bank of India and provisions of Section 58A & 58AA or any other relevant provision of the Companies Act, 1956 and the Rules framed there under have been complied with.

7. In our opinion, the Company has an adequate Internal Audit System commensurate with size and nature of its business.

8. Maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act are not applicable.

9. According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Investor Education and Protection Fund, Employees State Insurance, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Provident Fund etc. outstanding as at the last day of financial year concerned for a period of more than six months from the date they became payable.

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

11. The Company has not defaulted in the repayment of dues to a Financial Institution or Bank or Debenture holders.

12. In our opinion adequate documents and records are maintained by the Company in cases where loans & advances have been granted on the basis of security by way of pledge of shares, debentures & other securities.

13. The provisions of any special statute applicable to chit fund, nidhi or mutual benefit society are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, proper records have been maintained in respect of dealing & trading of shares, debentures, securities and any other investments and timely entries have been made therein. All the investments are held in Company's name.

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

16. In our opinion and according to information and explanations given to us, the Company had applied the Term Loans for the purpose for which the loans were obtained.

17. According to the Cash Flow statement and the information and explanations given to us, on an overall basis, funds raised on short term basis prima facie, have not been used during the year for long term investment.

18. The Company has not made any preferential allotments of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

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

20. The Company has not raised any funds by public issue during the year.

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

Date : 16th May 2011

Place : Delhi For R. Lal & Company

Chartered Accountants

Firm Reg. No. 000926C

sd/- (Ram Lal Agrawal)

Proprietor

M.No 17583


Mar 31, 2010

We have audited the attached Balance Sheet of S. E. Investments Ltd. as at 31st March, 2010, and also the profit and loss account and the cash flow statement for the year ended on that date. 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.

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.

As required by the Companies (Auditors Report) Order, 2003 and the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph-4 of the said order.

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

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

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

iii) The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in 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, 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 AUDITORS REPORT OF M/S S. E. INVESTMENTS LTD. (Referred to in paragraph (3) of our Report of even date for F. Y. 2009-10)

1. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable interval. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

According to information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year.

2. The physical verification of inventory has been conducted at reasonable intervals by the management of the company. In our opinion, 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.

In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. Company has taken loans from companies, firms & other parties covered in the register maintained under section 301 of the Companies Act, 1956.

The rate of interest and other terms and conditions of the loan taken are not prima facie prejudicial to the interest of the Company. The payment of principal amount and interest are also regular.

The Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

There being no such loans, the questions regarding the rate of interest and other terms and conditions not prejudicial to the interest of the Company and regularity of receipt of principal amount and interest are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weakness in internal control system.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of section 301 of the Companies Act 1956 have been entered and the transactions have been made at price which are reasonable with regard to the prevaling market prices at the relevant time.

6. Directives issued by Reserve Bank of India and provisions of section 58A & 58AA or any other relevant provision of the Companies Act, 1956 and the rules framed thereunder have been complied with.

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

8. Maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act are not applicable.

9. According to the information and explanations given to us, the company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Investor Education and Protection Fund, Employees State Insurance, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Provident Fund and any other statutory dues outstanding as at the last day of financial year concerned for a period of more than six months from the date they became payable.

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

11. The Company has not defaulted in the repayment of dues to a Financial Institution or Bank or Debenture holders.

12. In our opinion adequate documents and records are maintained by the company in cases where loans & advances have been granted on the basis of security by way of pledge of shares, debentures & other securities.

13. The provisions of any special statute applicable to chit fund, nidhi or mutual benefit society are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, proper records have been maintained in respect of dealing & trading of shares, debentures, securities and any other investments and timely entries have been made therein. Also the investments are held in companys name.

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

16. In our opinion and according to information and explanations given to us, the company had applied the term loan for the purpose for which the loan were obtained.

17. According to the cash flow statement and the information and explanations given to us, on an overall basis, funds raised on short term basis prima facie, have not been used during the year for long term investment.

18. The company has not made preferential allotments of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures. Accordingly clause 4(xix) of the order in not applicable.

20. The Company has raised funds by public issue in the form of issue of Global Depository Receipts during the year.

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



Date: 8th May 2010 For R. Lal & Company

Place: Delhi Chartered Accountants



(Ram Lal Agrawal)

Proprietor

M. No. 17583



 
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