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Auditor Report of Senbo Industries Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Senbo Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of Significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company. In accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act 1956 ("Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of 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 misstatements.

An audit evolves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on 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 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 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 of our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanation given to us, the aforesaid financial statements read together with the Significant accounting Policies and subject to:

Note 1.1 regarding Non-provision of Bonus, Gratuity, the amount of which has not been determined;

Note 3 regarding non-provision of interest on Inter-Corporate Borrowings from an Associate Company, which has in turn provided substantial loans to the Company.

Note 23 on Party confirmations on Sundry Debtors, Sundry Creditors and Loans and Advances; Read together with other notes therein give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014;

(b) In the case of the Statement of Profit & Loss, of the loss for the year ended on that date; and

(c) In 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 Section 227(4A) of the Act, we give in the Annexure a Statement on the matters specified in Paragraphs 4 & 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, the Statement of Profit & Loss, and the 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 & Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

e. On the basis of the written representations received from the Directors as on March 31,2014, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31,2014, from being appointed as a director in terms Section 274(1)(g) of the Act.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in Paragraph 1 under the heading of ''Report on Other Legal & Regulatory Requirements'' of our Report)

1. In respect of its Fixed Assets :

a. The Company is in the process of updating its Fixed Assets Register to show full particulars including quantitative details and situation of Fixed Assets left after sale of substantial Part of Plant & Machinery during earlier year. However, in our opinion and as per explanation received this has not affected the Going Concern Status of the Company, though operations are presently suspended.

b. According to the information and explanations given to us, the Fixed Assets were physically verified by the management at the year end and no material discrepancy was found.

2. In respect of inventories :

a. As explained to us, the stocks of spare parts have been physically verified by the management at the year end. No material discrepancy has been detected. Valueless items were written off.

3. In respect of loans:

a) The Company, during the year also, has taken unsecured loans from Companies listed in the Register maintained under section 301 of the Companies Act, 1956, which is at call and on which interest has not been provided.

b) In respect of loans and advances in the nature of loans given by the Company to any parties/ staff where stipulations have been made; parties/ staffs have generally repaid the amounts as stipulated other than those written off during the year.

4. The Company has not transacted any business during the year and the factory was under closure. Hence there was no purchase of stores, raw materials including components, plant & machinery, equipment and other assets and sale of goods and services. Opinion on Internal control in these respects therefore is not necessary for the year under audit.

5 In our opinion and according to the information and explanations given to us, no transaction was made for purchase of goods and materials and sale of goods, materials and services in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 5,00,000 or more in respect of each Party.

6 On the basis of documents examined & information received, we state that the Company has not accepted any deposits from the public in pursuance of sections 58A, 58AA or any other relevant provisions of the Act.

7 As the operation of the Company is suspended, no internal audit has been conducted during the year.

8. According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956, for any product of the Company.

9. In respect of Statutory dues :

a) According to the records of the Company, no outstanding dues over 6 months in respect of West Bengal VAT & Municipal Tax remained unpaid as on 31st March, 2014.

b) According to the information and explanations given to us, there were no disputed amounts payable in respect of income tax, sales tax, customs duty, excise duty or dues payable to any other Statutory and/or Local Authority as at 31st March, 2014 for a period of more than six months from the date they became payable.

10. The accumulated losses of the Company at the end of the financial year are in excess of its net worth. It has incurred cash losses during the year and also in the previous financial year.

11 As per records produced before us, the Company has not defaulted in payment of dues to any financial institution or bank or not defaulted in payment of dues to any financial institution or bank or debentures holders .

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

13 In our opinion, the Company is not a chit fund or a nidhi/ mutual fund/ society. Therefore, clause 4 (xiii) of the Companies (Auditor''s Report) Order 2003 and as amended upto-date, is not applicable to the Company.

14 In our opinion, the Company has not dealt or traded in shares, securities, debentures and investments. Therefore, clause 4 (xiv) of the Companies (Auditor''s Report) Order 2003 as amended upto-date, is not applicable to the Company.

15 The Company has mortgaged its immovable properties including land & building with a Bank and has also provided Corporate Guarantee to it, to secure repayment of the credit facilities of Rs. 47.68 crores extended by the Bank to a Group Company from which SIL has taken substantial amount of unsecured loans.

16 As per records produced before us, the Company has not raised any new term loans during the year. The Term Loans outstanding at the beginning of the year was nil.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no short term loans have been used for long term investments.

18 As per records produced before us, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s. 301 of the Companies Act, 1956.

19 As per records produced before us, the Company has not issued any debentures during the year.

20 As per records produced before us, the Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For RAJESH CHATURVEDI & ASSOCIATES Chartered Accountants (Firm''s Regn. No 316131E)

R.Chaturvedi Place : Kolkata Proprietor Dated : 28th May, 2014 Membership No.52809


Mar 31, 2013

Report on Financial Statements

We have aud ited the accompanying financial statement of Senbo Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31: 2013, the Statement ot Profi: & Loss and Cas:i F ow Slaternert for the year rhein ended and a sum ma ry of Big n ificant sooounti ng policies a nd other expla n story info mali on.

Msr age merit''s Raspo risibility for the Fin^ricial Statements

Management is responsible for the preparation o^friese financial statements that give a true and fair view of the f nancial postion, financial performance and oash flow of the Company. In 9 coords nee with the accounting principles generally accepted i n I ndia includi ng Accc u n ting Standards referred to i 1 Section 211 [3C> of (he Co m pan ies Act 1956 f ''Act% Th is responsibility includes the design, implementation anc maintenance of internal rjontrul relevant (o the preparation and presenter of -inancial Statements that give a true and fair view and are free from material misstatemenL whether due to fraud c rerror.

Auditors'' Responsibility

Our responsibility is lo express an opinion on these financial statements based on our audit. We conducted our audi I in accordance wjih the Standards on Auditing issued by th e Institute of Chartered accountsnts 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 a re free from material misstatements.

An audi: evolves performing procedures to obtain ajdit evidence about the amounts and cisclosures in the f nancial statements. The procedures selected oepend on auditors''judgment, includfrg the assessment of ihe risks of material misstatement of Ihe financial statements, whether due to fraud or error, h making Ihose rsk assessments, the auditor conside f& i nterna I control rel evant 10 Ihe Compa ny''s a reparation andfair presentation of the financial statements in ord er to design audit procedures that are appropriate in Ihe circumstances. An audit also includes evaluating the appropr.ateness of accounting policies used and the leasonableness cf accounting estimates made by the management, as well as evaluating tie overall presentation of the financ al statements.

We believe that she aud t evidence we have obtained is sufficient and appropriate to provides oasis of our a Jd it opinion.

Opinion

In our opinion and to the best of our information and according tc the explanation given to us, the afo''esaid f nancial s^tements read together with the Significant Accounting Policies and suajectto;

Note on of Bonus, Gratu i:y Leave Er cashmenl nterest receivable on Security Deposit wi:h Central Medical Stores and WBSEB, tie amount of which has not been determined;

Note J regarding non-provision of interest on Inter-Corporate Borrowings from a Group Company;

Note 23 regardi ng non-verifi cation of Fixed Assets and I nvenluries d i, ring the year, d > to factory losure;

Note 24 on ron receipt of Party confirmations in all cases o= Sundry Debtors, Sundry Creditors and Loans and Advances:

road togefier with olhe'' notes there n give th e i nfomation required by the Act in the ma n ner so req u ired and give a true ar d fair view in confo Tnity with Ihe accounting principles generally accepted i n I nd la:

a. I n the case of th e Bala nee Sheet, of tie state of affairs of me Compa iy a s at 31 st Ma net 2D13:

b. in the case of the Statement of Proit 3 Loss, of the lossforthe year ended on that Gate; and in case trthe Cash Flow Statement, of the cash flows tor the yearendes on that date.

c. in ca se of the Cas 1 Flow Statement, of the cash flows for the yea r ended 01 fliat date.

Report oh Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 fine Order"] issued by the Central Govemmert of India in terms of Section 227(^A) of the Act. see give in the Annexure a Staternenl 01 the maters specified in Paragraphs 4 & 5 of the Order.

2. As required by Section 227(3}of the Act, v>e Reoor. Lha.:

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

b. incur opirion, prope r books of avcou nt as ''equi nod by law ha i/e bee n kep. by the Company so fa r as appears from our exa m inatior- of those books;

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

d. in our opinion, tie Balance 5heel frieSlaterrentof Profits Loss, and the Cash F ov; Statement comply Willi ihe Af;[X;iJnting3tand5rd$rflfftrrecltoinsw;fion211(/iC)ofLheAf;"

e. on the basis of the written representations received from die Directors as on March 31,2013, taten on reccid by the Boa''d of Dilectors, ione of the Directors is disqualified as on March 31 2013, from being appointed as a di reef or in term s Section 274 (1 }[g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

((Referred to in Paragraph 1 under (he beading of "Report on Other Legal & Regulatory Requirements'' of our Report)

1 In respect of its Fixec Assets; a] The Co m pa n y is in th e process of upda ting fa F xed Assets Regi ster to show fa II particu lars includi rig qua ititative details and situation of Fixed Assets left after sale of s-ubsiantial Par or Plant & Maciinery during previous year. However, in our opinion and as per explanation received this has not affected the Going Concern Status of the Compsny.ttiough operations a re presently suspended. bj Accondirwj to the information and explanations given to us,ttie Fixed Assets could not be physics lly verified by the management owing to closure in ts "actory at Sonarpur. Hence materia discrepances, if any, would have rema.ned undetected.

2. In respect of inventories:

a] As explai n ed to us, the stocks of finished good s, stores, spare parts and raw mate ria Is a Iso cou d nol je physica lly '' verifies by the rranagemeit during the year owing to closure of its factory art Sonarpur. hence, material discrepances, if any, would have remained undetected.

3. In respect of loans:

a) The Corny a ny, during ths year also, has take n unsecured loan s from Com pan ies ts ;od in Lhe Reg istsr mainiai ned undersectionJOl ofthe Companies Act, 1956. which is at cal s neon which nteresthas not beer provided.

b] In respect of loans and advances in the nature cf loars given by the Company to any parties/ staff where stipulations have been made; parties,1'' staffs have generally repa d the amojnts as stipulated other than those written off du ri ng the year.

4. The Company has not transacted any busir ess during the year and the factory was under closure. Hence there was no pu rchp.se or stores, raw ma leriels. indudi rig con- ponents, plan t & mach inery: equip men t and o Ihe r asse Is and a&le of goods an: services. Opinion on Internal control in these respects therefore is not necessary for the year under audit.

5. Goods dnd materials and sale or goods, nitidis and services in pursue ice of contracts or arrangements entered in the register maintained uncer Section 301 of the Companies Act. 1956 aid aggregating durircj the year to Rs. 5.00,0OD or more in respect of each Pa riy.

6. On the basis of documents examined & information received, we state that the Company has not accepted any deposits from hep jblic in pursuance or sections 58A, 58AAorany other ne evanl provisions-of heAct.

7. As the opera i ion o f the Company is suspended no internal aud ii has bee n conduded d u ring the year. % Acco rdi ng to i r ronn a Lion and explana Ii ons gi yeri to us, (fie Cen ,ral Government has no t prescribed.

9. In respect of Statuxry dues;

a) According to the records of the Company, outstanding dues overG months in respect of West Bengal VAT and Municipal Tax nema ned unpaid as on 31 st March, 2313.

b) According to tie information and explanations given to us, there were no disputed amounts payable in respect of income ta*, sales tax, customs duly, excise duty or dues say-able toany othe'' Statutory and/or Local Authority ss at 31 st March, 2013 for a period c-f more than six months from the date they became payable,

10. The accum u lated losses of tine Company at the end of the financial year are i n excess of ils net worth. It has incu rred cash losses curing the yearand also in tie previous financial year

11. As per records produces before us, the Company has not defaulted n paymert of dues to any financial institu:ion or bank or debentures holders,

12. In uur opin on arv] iiceording to the information and explanation given to us. no loans and advances have been granted by the Com pa ny on the basis of security by way of pi edge of sha res, de bentures and other secu r ties.

13. In cur cpinion, the Company is not a ciit Tind or a nidii'' mutual fund;'' society, Therefore, clause 4 (xiii) of the Compan es (Auditor''s Report) Order 2003 and as a mend ed upto-date, is not a pplicable to the Com pa n y.

14. In our opinion, the Company has no: dealt or traded in shares, securities, debentures and investments. Thereto re, clause 4 (xiv) of the Companies (Auditor''s Report) Orde'' 2003, as amended upto-date, is not applicable to tfija Company.

15. TheCcmpar.y has mortgaged its immovable properties including land & building with a Bank and has also provided Corporate Guarantee to it, to secure repayment of the credit fad it es of Rs. 47.6B crones extended by :he Bank to a G rou p Compa n y from wh ich Sen bo Industries Ii rnited has taken su bsta ntial amou nt of u n secu red I cans,

16. As per records produced before u s, the Com pan y has not raised any new term loans during the year. The Term Loans outstanding at the beginning of the year was nil.

17. According to the information and explanations given "jo us and on an overall exam nation of the- Balance Sheet of the Company, we a re of Ihe op inio ri ttiat io short term log ns have been used for long te mn i ivestments.

1B. As per -ecords produced before us: during the year, the Company has not mace any preferential allotment of shares to parties am; compan ies cove red in tne register maintained u''s. 301 cf tfie Companies Ad, 1956.

19. As per records produced before us, the Company has not issued any debenturesdu ring the year,

20. As per records produced before us, the Company has not raised any money by way cf public issue during ihe year.

21. In our opinion and according to tie information and explanation given to us. no material fraud on or by the company has beer noticed or reported during the yea r thai ca u ses the financial statements to be material ly mi sstated.

For RAJESH CH ATURVEDI & ASSOCIATES Chartered Accountants

R.Ch&turvedi

Place: Kolkata Proprietor

Dated ; 30th May, 2013 Vie membership No .52BCB


Mar 31, 2012

We have audited the attached Balance Sheet of Senbo Industries Limited as at 31 st March 2012 and also the Profit & Loss Account for the year ended on that date annexed thereto and Cash Row Statement for the period ended on that date, 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 have 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 management, as well as evaluating the overall financial statements presentation, We believe that our audit provides a reasonable basis for our opinion. We Report that:

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government under Section 227(4A) of the Companies Act, 1956 and as amended upto date, we enclose in the Annexure, a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we Report that:

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

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

(c) The Balance Sheet and Statement of Profit & Loss Account dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, statement of Profit & Loss Account and Cash Flow comply with the Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956, in so far as the Standards are applicable to the Company;

(e) On the basis of written representations received from the Directors as on 31 st March 2012, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31 st March 2012 from being appointed as Director within the meaning of Section 274 (1) (g) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Significant Accounting Policies and subject to:

Note 21,1 regarding Non-provision of Bonus, Gratuity, Leave Encashment and interest received on Security

Deposit with Central Medical Stores, the amount of which has not been determined;

Note 3 regarding non-charging of interest on Inter-Corporate Borrowings from a Group Company.

Note 23 on Party confirmations on Sundry Debtors, Sundry Creditors and Loans and Advances; Read together with other notes therein, gives the information in the manner so required by the Companies Act, 1956 and gives a true and fair view:

(i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31 st March, 2012; (ii) In the case of the Statement of Profit & Loss, of the loss for the year ended on that date; and (iii) In the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

(Referred to in Paragraph 1 of our Report)

1. In respect of its Fixed Assets:

a) The Company is in the process of updating its Fixed Assets Register to show full particulars including quantitative details and situation of Fixed Assets left after sale of substantial Plant & Machinery.

b) According to the information and explanations given to us, the Fixed Assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

2. In respect of inventories:

a) As explained to us, the stocks of finished goods, stores, spare parts and raw materials are physically verified by the management at reasonable intervals,

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

c) As explained to us, the discrepancies noticed on verification between the Physical Stocks and the Book Records, were not significant,

3. In respect of loans:

a) The Company, during the year also, has taken unsecured loans from Companies listed in the Register maintained under section 301 of the Companies Act, 1956, which is at call and interest-free.

b) In respect of loans and advances in the nature of bans given by the Company to any parties/staff where stipulations have been made; parties/staffs have generally repaid the amounts as stipulated other than those written off during the year,

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 for the purchase of stores, raw materials including components, plant & machinery, equipment and other assets and for the sale of goods and services. The Company is regular in taking corrective measures whenever major weaknesses in internal control are controlled.

5. In our opinion and according to the information and explanations given to us, no transaction was made for purchase of goods and materials and sale of goods, materials and services in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 5,00,000 or more in respect of each Party.

6. On the basis of documents examined & information received, we state that the Company has not accepted any deposits from the public in pursuance of sections 58A, 58AA or any other relevant provisions of the Act.

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

8 According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956, for any product of the Company.

9. InrespectofStatutorydues:

a) According to the records of the Company, all outstanding dues in respect of West Bengal VAT, Municipal Tax, and Fire License, etc. have not been paid during 2011-12.

b) According to the information and explanations given to us, no disputed or undisputed amounts payable in respect of income tax, sales tax, customs duty, excise duty or dues payable to any other Statutory and/or Local Authority were outstanding as at 31 st March, 2012 for a period of more than six months from the date they became payable.

10. The accumulated losses of the Company at the end of the financial year are in excess of its net worth. It has incurred cash losses during the year and also in the previous financial year.

11. As per records produced before us, the Company has not defaulted in payment of dues to any financial institution or bank or debentures holders.

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

13. In our opinion, the Company is not a chit fund or a nidhi/mutual fund/society. Therefore, clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 and as amended upto-date, is not applicable to the Company.

14. In our opinion, the Company has not dealt or traded in shares, securities, debentures and investments. Therefore, clause 4 (xiv) of the Companies (Auditor's Report) Order 2003 and as amended upto-date, is not applicable to the Company.

15. The Company has mortgaged its immovable properties including land & building with a bank to secure repayment of the credit facilities of Rs. 47.68 crores extended by the Bank; and has also provided Corporate Guarantee for the purpose.

16. As per records produced before us, the Company has not raised any new term loans during the year. The Term Loans outstanding at the beginning of the year was nil.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no short term loans have been used for long term investments.

18. As per records produced before us, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s.301 of the Companies Act, 1956.

19. As per records produced before us, the Company has not issued any debentures during the year.

20. As per records produced before us, the Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For RAJESH CHATURVEDI & ASSOCIATES Chartered Accountants Firm's Regn. No 316131E

R. Chaturvedi Proprietor Membership No. 52809

Place: Kolkata, Dated: May 31,2012.


Mar 31, 2010

We have audited the attached Balance Sheet of Senbo Industries Limited as at 31st March 2010 and also the Profit & Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the period 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 have conducted our audit in accordance with Auding 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report that:

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government under Section 227(4A) of the Companies Act, 1956 and as amended upto date, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary fo 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 and Profit & Loss Account dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow comply with the Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956, in so far as the Standards are applicable to the Company;

(e) On the basis of written representations received from the Directors as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2010 from being appointed as Director within the meaning of Section 274 (1) (g) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the Significant Accounting Policies and subject to:

Note 1.1. regarding Non-provision of Bonus, Gratuity, Leave Encashment and interest received on Security Deposit with Central Medical Stores, the amount of which has not been determined.;

Note 4 regarding non-charging of interest on Inter-Corporate Borrowings from a Group Company.

Note 5 on Party confirmations on Sundry Debtors, Sundry Creditors and Loans and Advances;

Note 7 regarding Non-adjustment of final dues with M/s. Fresenius Kabi Pvt. Ltd. in the accounts.

Note11 regarding non-adoption of Accounting Standard 15 Employees Benefits in the Accounts.

All forming part of Schedule 22 read together with other notes therein, gives the information in the manner so required by the Companies Act, 1956 and give a true and fair view:

(i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2010;

(ii) In the case of the Profit & Loss A/C, of the loss for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT

(Referred to in Paragraph 1 of our Report)

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets on the basis of information available.

b) According to the information and explanations given to us, the Fixed Assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected;

2. In respect of Inventories:

a) As explained to us, the stocks of finished goods, stores, spare parts and raw materials except stocks with third parties and in transit, if any, are physically verified by the management at reasonable intervals.

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

c) As explained to us, the discrepancies noticed on verification between the Physical Stocks and the Book Records, wherever material, have been properly dealt with in the books of accounts.

3. In respect of loans:

a) The Company, during the year, has taken unsecured loans from Companies listed in the Register maintained under section 301 of the Companies Act, 1956, which is at call and interest-free.

b) In respect of loans and advances in the nature of loans given by the Company to any parties/staff where stipulations have been made; parties/staffs have generally repaid the amounts as stipulated other than those written off during the year.

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 for the purchase of stores, raw materials including components, plant & machinery, equipment and other assets and for the sale of goods and services. The Company is regular in taking corrective measures whenever major weaknesses in internal control are controlled.

5. In our opinion and according to the information and explanations given to us, no transaction was made for purchase of goods and materials and sale of goods, matrials and services in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 5,00,000 or more in respect of each Party.

6. The Company has not accepted any deposits from the public in pursuance of Sections 58A,58AA or any other relevant provisions of the Act.

7. In ouropinion, the Company has an Internal Audit system commensurate with its size and the nature of its business.

8. According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956, for any product of the Company.

9. In respect of Statutory dues:

a) According to the records of the Company, all outstanding dues in respect of Provident Fund, Employees State Insurance, West Bengal VAT, Central Sales Taxes, Income Taxes (TDS), Municipal Tax, Fees for Pollution Control, Trade License and fire License, etc. have been paid during 2009-10.

b) According to the information and explanations given to us, no disputed or undisputed amounts payable in respect of income tax, sales tax, customs duty, excise duty or dues payable to any other Statutory and / or Local Authority were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

10. The accumulated losses of the Company at the end of the financial year are in excess of its net worth, it has incurred cash losses during the year and also in the previous financial year.

11. The Company has not defaulted in payment of dues to any financial institution or bank or debentures holders.

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

13. In our opinion, the Company is not a chit fund or a nidhi/mutual fund/society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order 2003 and as amended upto-date, is not applicable to the Company.

14. In our opinion, the Company has not dealt or traded in shares, securities, debentures and investments. Therefore, clause 4 (xiv) of the Companies (Auditors Report) Order 2003 and as amended upto-date, is not applicable to the Company.

15. The Company has not given guarantees for loans taken by others from Banks or Financial institutions.

16. The Company has not raised any new term loans during the year. The Term Loans outstanding at the beginning of the year was nil.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no short term loans have been used for long term investments.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s. 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

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

21. In our opinion and according to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For RAJESH CHATURVEDI & ASSOCIATES

Chartered Accountants

R. Chaturvedi

Place : Kolkata Proprietor

Dated : 28th May, 2010 Membership No.52809





 
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