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Auditor Report of Seya Industries Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of SEYA INDUSTRIES LTD ('The Company') which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management Responsibility for the 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 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 Standard generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; section and application of appropriate accounting policies; making judgements, and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 sub-section 10 of Section 143 of the Act. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal financial controls relevant to the Company's preparation of the financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system cover financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2015 ("the Order") issued by the Central Government, in exercise of power conferred by sub-section 11 of Section 143 of the Act, we enclose in Annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 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 accounts as required by law have been kept by the Company so far as it appears from our examination of those books.

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

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

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

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigation which would impact its financial position

ii. The Company did not have any long-term contracts including derivatives contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sum to the investor Education and protection Fund. The question of delay in transferring such sums does not arise.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

[Referred to in our report of even date]

i. Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets;

b. The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In accordance with this programme, portion of the fixed assets have been physically verified by the Management at during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

ii. Inventories

a. The inventory except goods-in-transit has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of such verification is reasonable.

b. The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stock and the books records were not material.

iii. Loans and Advances

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

iv. Internal Control System

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

v. Deposits

The Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 to 76 of the Act and the Rules framed thereunder.

vi. Cost Records

We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under sub-section 1 of section 148 of the Act and are of the Opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

vii. Statutory Dues

a. According to information and explanation given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, investor education and Protection Fund, Employees' State Insurance, Income-tax, Wealth-tax, Service tax, Sales-tax, Customs duty, Excise duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. In our opinion and according to the information and explanation given to us, during the year, no amount was pending to be transferred to Investor Education and Protection Fund.

viii. Accumulated Losses

The Company does not have accumulated loss as at the end of the year and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

ix. Dues to Financial Institutions and Banks

In our opinion and information and explanations given to us, the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

x. Guarantees given

According to the information and explanations given to us, as the Company has not given any guarantee for loans taken by others from banks or financial institutions, the requirement of Clause 3(x) of the Order to comment on whether the terms and conditions whereof are prejudicial to the interest of the Company is not applicable.

xi. Term Loans

Based on the information and explanations given to us and documents provided to us, term loans were, prima facie, applied for the purpose for which the loans were obtained.

xii. Frauds Noticed

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

For JAGIWALA AND CO Chartered Accountants ICAI FRN: 1311184W

Yogesh R Jagiwala Partner M. No. 016864 Mumbai, May 28, 2015


Mar 31, 2014

We have audited the accompanying Financial Statements of SEYA INDUSTRIES LTD (''The Company'') which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

The Company''s Management is responsible for the preparation of the 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 Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Company Affairs) and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance, about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''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 aforesaid financial statementsgive 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 March 31, 2014;

b. In the case of the Statement of Profit & Loss, of the profit of the Company for the year ended on that date; and

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

Report on other LEGAL AND regulatory REQUIREMENTS:

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government, Ministry of Corporate Affairs, in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraph 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 accounts as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, Statement of Profit & 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, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

e. On the basis of written representations received from the directors as on 31st March, 2014 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

i. Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets;

b. The fixed assets have been physically verified by the Management at reasonable intervals. According to the information and explanation given to us, material discrepancies, if any, so noticed on such verification have been properly dealt with in the books of account;

c. No substantial parts of fixed assets of the Company have been disposed off during the year so as to affect the going concern status of the Company.

ii. Inventories:

a. According to information and explanation given to us, physical verification of inventory has been conducted by the Management at reasonable intervals;

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

c. In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and material discrepancies, if any, so noticed on such verification have been properly dealt with in the books of account;

iii. Loans and advances granted / taken from certain entities:

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

b. In view of what has been stated above in clause(a) hereinabove, the provisions of clauses 4(iii)(b) of the Companies (Auditor''s Report) Order, 2003 (as amended) pertaining to rate of interest and other terms and conditions of the loan given by the Company, secured or unsecured, are not applicable to the Company;

c. In view of what has been stated above in clause(a) hereinabove, the provisions of clauses 4(iii)(c) of the Companies (Auditor''s Report) Order, 2003 (as amended) pertaining to whether receipt of the principal amount and interest are also regular, are not applicable to the Company;

d. In view of what has been stated above in clause(a) hereinabove, the provisions of clauses 4(iii)(d) of the

Companies (Auditor''s Report) Order, 2003 (as amended) pertaining to recovery of overdue amount of principal and interest (if any), are not applicable to the Company;

e. The Company has not taken any Loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 except one party, the outstanding balance of which at the year-end is ''115.10 Lakhs and the maximum amount involved during the year was ''125.91 Lakhs;

f. There are no stipulations as to the rate of interest and other terms and conditions of the unsecured loan taken by the Company, however we are of the opinion that such loan is prima-facie not pre-judicial to the interest of the Company;

g. There are no stipulations as to the repayment of the principal amount and interest and hence as such there are no overdue amounts;

iv. Internal Control System:

In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed asset and with regard to the sale of goods and services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control procedures.

v. Contract or arrangements referred to in Section 301 of the Companies Act, 1956:

a. According to information and explanation given to us, we are of the opinion that the contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b. In our opinion, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of ''5 Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. public Deposits:

Based on the information furnished to us, the Company has not accepted any Deposits from Public hence the provisions of Section 58A, 58AA or any other relevant provisions of the Act, and the Companies (Acceptance of Deposit) Rules 1975, with regard to the deposits accepted from the public are not applicable.

vii. Internal Audit System:

In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size and nature of its business.

viii. Cost Records:

We have broadly reviewed the books of accounts maintained by the Company in respect of products where pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We however, have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. Statutory Dues:

a. According to information and explanation given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, investor education and Protection Fund, Employees'' State Insurance, Income-tax, Wealth-tax, Service tax, Sales-tax, Customs duty, Excise duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

x. Accumulated Losses:

The Company does not have accumulated loss as at the Balance sheet date and the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. Dues to Financial Institutions, Banks and Debenture Holders:

In our opinion and information and explanations given to us, the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

xii. Securities for Loans and Advances Granted:

According to the information and explanations given to us, the Company has not granted any Loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Special Statute:

According to information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. Dealings / Trading in Shares, Securities, Debentures and other Investments:

According to information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xv. Guarantees Given:

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

xvi. Term Loans:

Based on the information and explanations given to us and documents provided to us, term loans were, prima facie, applied for the purpose for which the loans were obtained.

xvii. Utilisation of Funds:

On an overall examination of the Balance Sheet and the Cash Flow of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. Preferential Allotment of shares:

The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

xix. Security for Debenture issued:

The Company has not issued any debentures during the year.

xx. Public Issue of Equity Shares:

During the year, the Company has not raised any money by public issue.

xxi. Frauds Noticed:

During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For JAGIWALA AND CO Chartered Accountants ICAI Firm Regn. No.: 1311184W

Yogesh R Jagiwala partner M. No. 016864

place: Mumbai Date: May 30, 2014


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. SEYA INDUSTRIES LTD. as at 31st March, 2012, the Statement of profit and loss for the year ended on that date including income and expenditure of construction period and also the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

c) The Balance Sheet, Statement of Profit and Loss including Income and Expenditure of construction period, 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, Statement of Profit and Loss including Income and Expenditure of construction period and the Cash Flow Statement for the year ended on 31st March, 2012 dealt with by this Report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to

i) The Company is not providing for accrued liabilities of Gratuity and Leave Encashment based on actuarial valuation but same are provided for on adhoc basis. In the Circumstances, we are unable to quantify the sums and relevant information for accrued liability of gratuity and leave encashment and thus the Company has not complied with Accounting Standard 15 (AS 15).

ii) No provision, as per AS-22 being accounts for deferred taxes, has been made nor the said provision of deferred tax liability has been worked out by the Company and management feel that there are no deferred tax liability nor deferred tax asset as the company has not started commercial production for all its products.

iii) The Company has not paid managerial remuneration as per parameters provided in Schedule XIII of the Companies Act, 1956 and accordingly entire Managerial Remuneration is required to be approved by Central Government and to the extent of Rs. 22.33 Lakhs, the profit of the company is understated in the Statement of Profit & Loss.

iv) As per resolution passed in the Last Annual General Meeting for conversion of Loans in to Equity Share Capital of the Company, the Company has not taken further steps as authorized by shareholders.

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:

i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

ii) in the case of Statement of Profit and Loss including Income and Expenditure of construction period of the capital expenditure pending allocation of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 3 of our report of even date)

1. a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

b) As informed to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification; and

c) According to the information and explanation given to us, the Company has not disposed off any part of fixed assets during the year.

2. a) The inventory was physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable;

b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business; and

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to information and explanation given to us the internal control system is commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956; and

b) As there are no transactions that need to be entered into the register maintained under section 301 of the Act, paragraph 4(v)(b) of the order is not applicable.

6. The Company has not accepted deposits from public and hence, the provisions of Clause (vi) of CARO, 2003 are not applicable.

7. The Company does not have a formal internal audit system. However, according to the information and explanations given to us, operating control system is commensurate with the size of the Company and nature of its business.

8. As per the provisions of Section 209(1) (d) of the Companies Act 1956, we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records for determining whether they are accurate and complete.

9. According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, except for minor delays in some cases, the Company has been regular in depositing undisputed statutory dues including provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. As explained to us, the Company did not have any dues on account of Employees' State Insurance.

10. The Company does not have accumulated losses as at the date of Balance Sheet. The Company has not incurred cash losses during the financial year.

11. In our opinion and according to the information and explanations given to us, the Company does not have any dues payable to Banks and Financial Institutions. Therefore, reporting on any default in payment of dues does not arise.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. In our opinion, since no term loans have been availed by the Company, therefore reporting on application of the term loan for any other purpose does not arise.

17. According to the information and explanations given to us, the Company has not borrowed either Long Term Loan or Short Term Loan during the year, hence question does not arise of funds raised on short term basis used for long term investment or vice versa.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of any shares to parties and companies covered under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues 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 course of audit.



FOR JAGIWALA AND ASSOCIATES CHARTERED ACCOUNTANTS ICAI Firm Registration No. 131003W

(YOGESH R. JAGIWALA) PARTNER Membership No. 016864

Place : Camp: Tarapur, Dist. Thane Date : 11.08.2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. SEYA INDUSTRIES LIMITED (FORMERLY KNOWN AS SRIMANS ORGANIC CHEMICAL INDUSTRIES LTD) as at 31st March, 2011, the profit and loss Account for the year ended on that date including income and expenditure of construction period and also the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

c) The Balance Sheet, Profit and Loss Account including Income and Expenditure of construction period, 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, Profit and Loss Account including Income and Expenditure of construction period and the Cash Flow Statement for the year ended on 31st March, 2011 dealt with by this Report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to

i) The Company is not providing for accrued liabilities of Gratuity and Leave Encashment but same are accounted on Cash basis. In the Circumstances, we are unable to quantify the sums for accrued liability of gratuity and leave encashment,

ii) No provision, as per AS-22 being accounts for deferred taxes, has been made nor the said provision of deferred tax liability has been worked out by the Company and management feel that there are no deferred tax liability nor deferred tax asset as the company had recently started the commercial production.

iii) Item under the head "paid up capital" stated in Balance Sheet Abstract and Company's General Business Profile stated for balance sheet as at 31st March, 2011 includes application money pending allotment of shares of Rs 15126.17 lacs as there is no separate box/space to state the same; 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:

i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011;

ii) in the case of Profit and Loss Account including Income and Expenditure of construction period of the capital expenditure pending allocation of the Company for the year ended on that date; and

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

Annexure to the Auditor's Report (Referred to in paragraph 3 of our report of even date)

1. a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As informed to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

c) According to the information and explanation given to us, the Company has not disposed off substantial part of fixed assets during the year.

2. a) The inventory was physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to information and explanation given to us the internal control system is commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

b) As there are no transactions that need to be entered into the register maintained under section 301 of the Act, paragraph 4(v)(b) of the order is not applicable.

6. The Company has not accepted deposits from public and hence, the provisions of Clause (vi) of CARO, 2003 are not applicable.

7. The Company does not have a formal internal audit system. However, according to the information and explanations given to us, operating control system are commensurate with the size of the Company and nature of its business.

8. We have been informed that as per the provisions of Section 209(1) (d) of the Companies Act 1956, that the Company has not maintained the cost records in view of the fact that as per the notification of the Central Government, the preceding years turnover of the company of the said products in aggregate do not exceed Rs. 10 Crores.

9. According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, except for minor delays in some cases, the Company has been regular in depositing undisputed statutory dues including provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. As explained to us, the Company did not have any dues on account of Employees' State Insurance

10. The Company does not have accumulated losses as at the date of Balance Sheet. The Company has not incurred cash losses during the financial year.

11. In our opinion and according to the information and explanations given to us, the Company does not have any dues payable to Banks and Financial Institutions. Therefore, reporting on any default in payment of dues does not arise.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. In our opinion, since no term loans have been availed by the Company, therefore reporting on application of the term loan for any other purpose does not arise.

17. According to the information and explanations given to us, the company has not borrowed either Long Term Loan or Short Term Loan during the year, hence question does not arise of funds raised on short term basis used for long term investment or vice versa.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of any shares to parties and companies covered under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues 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 course of audit.

FOR JAGIWALA AND ASSOCIATES. CHARTERED ACCOUNTANTS ICAI Firm Registration No.131003W

(YOGESH R. JAGIWALA) Place : Mumbai PARTNER Date : August 27, 2011 Membership No. 016864


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. SRIMAN ORGANIC CHEMICAL INDUSTRIES LIMITED as at 31st March, 2010, the Income and Expenditure Account for the year ended on that date during construction period and also the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our. responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

c). The Balance Sheet, the Income and Expenditure Account during construction period, 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 Income and Expenditure Account during construction period and the Cash Flow Statement for the year ended on 31st March, 2010 dealt with by this Report comply with the accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms "of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to

i) The Company is not providing for accrued liabilities of Gratuity and Leave Encashment but same are accounted on Cash basis. In the Circumstances, we are unable to quantify the sums for accrued liability of gratuity and leave encashment,

ii) No provision as per AS-22 being accounts for deferred taxes has been made nor the said provision of deferred tax liability has been worked out by the Company and

iii) During the year under review in addition to and in continuation of contribution of the funds provider, as per existing contract, the fund provider additionally provided funds to the tune of Rs. 13078.24 lacs towards the - companys rationalization process. Accordingly the management of the Company negotiated with the fund provider and assured that their entire contribution will be converted into equity shares of the Company. The Company has executed necessary contract based on which the Company has agreed to allot equity shares at par which at present has been treated as Application Money pending allotment and said shares as informed to us will be issued with due compliance of provisions of the Companies Act 1956 and as per terms of Listing Agreement entered with Stock Exchanges. As informed to us after allotment the said shares will have pari passu rights with other shares of the Company. We have been informed that said equity/preference shares when allotted will be treated as consideration received in cash as per circular no.8/32/(75) 77-CL-V,dated 13th March 1978 issued by the Company Law Board Department

iv) Item under the head "paid up capital" stated in Balance Sheet Abstract and Companys General Business Profile stated for balance sheet as at 31st March, 2010 includes application money pending allotment of shares of Rs 13078.24 lacs as there is no separate box/space to state the same;

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:

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 Income and Expenditure during construction period of the capital expenditure pending allocation of the Company for the year ended on that date; and

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

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

1. a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As informed to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

c) According to the information and explanation given to us, the Company has not disposed off substantial part of fixed assets during the year.

2. a) The inventory was physically verified during the year by the Management. In our opinion, the frequency of verification

is reasonable.

b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to information and explanation given to us the internal control system is commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanation given to us, there are no transactions that need to be

entered in the register maintained under Section 301 of the Companies Act, 1956.

b) As there are no transactions that need to be entered into the register maintained under section 301 of the Act, paragraph 4(v)(b) of the order is not applicable.

6. The Company has not accepted deposits from public and hence, the provisions of Clause (vi) of CARO, 2003 are not applicable.

7. As informed by the Management of the Company the Company is not required to have any internal audit system as there has been no commercial production. Accordingly reporting of same being commensurate with the size and nature of its business does not arise.

8. As explained to us, the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the products of the Company.

9. According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, except for minor delays in some cases, the Company has been regular in depositing undisputed statutory dues including provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. As explained to us, the Company did not have any dues on account of Employees State Insurance.

10. The Company does not have accumulated losses as at the date of Balance Sheet. The Company has not incurred cash losses during the financial year.

11. In our opinion and according to the information and explanations given to us, the Company does not have any dues payable to Banks and Financial Institutions. Therefore, reporting on any default in payment of dues does not arise.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/society

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. In our opinion, since no term loans have been availed by the Company, therefore reporting on application of the term loan for any other purpose does not arise.

17: According to the information and explanations given to us, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of any shares to parties and companies covered under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues 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 course of audit.

For J AGIWALA AND ASSOCIATES.

Chartered Accountants (Reg.No.131003W)

(Yogesh R Jagiwala)

Partner Membership No.016864

Camp, Tarapur, Dist- Thane.

Date: August 12, 2010

 
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