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Auditor Report of Shree Pushkar Chemicals & Fertilisers Ltd.

Mar 31, 2023

Shree Pushkar Chemicals & Fertilisers Limited,

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Shree Pushkar Chemicals & Fertilisers Limited (''the Company''), which comprise the standalone Balance Sheet as at March 31, 2023, the standalone Statement of Profit and Loss (including Other Comprehensive Income), the standalone Cash Flow Statement and the standalone Statement of Changes in Equity for the year then ended and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ''the standalone financial statements'').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Companies Act, 2013, (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian accounting Standards (“Ind AS”) prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there-under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financials.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters

How our audit addressed the key audit matter

Revenue from contracts with customers

The Company is engaged in manufacturing of chemicals, dyes and dyes intermediates, cattle feeds and fertilisers through its various plants. It has developed procedures to record the revenue on the basis of the movement of the goods and revenue accrues as per Indian Accounting Standard 115.

Due to different terms with different customers and transaction price, there is a risk that the revenue or discounts or rebates; and export incentives thereon might not be recorded correctly.

Revenue is a key parameter to ascertain the Company''s performance. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before the risk and rewards have been transferred.

We assessed the design and tested the operating effectiveness of internal controls related to revenue recognition, discounts and rebates.

We performed sample tests of individual sales transaction and traced to related documents, considering the terms of dispatch.

We tested cut-off procedures with respect to year-end sales transactions made.

We also performed monthly analytical procedures of revenue by streams to identify any unusual trends.

Allowance for credit losses

The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions.

The Company considered current and anticipated future economic conditions relating to industries the company deals with and the countries where it operates.

As a part of our audit, we:

• Tested the effectiveness of controls over the development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions, completeness and accuracy of information used in the estimation of probability of default and computation of the allowance for credit losses.

• Verified the mathematical accuracy and computation of the allowances by using the same input data used by the company.

Information Other Than the Financial Statements and Auditor''s Report thereon

The Company''s management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s management and the Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind-AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management and the Board of Directors.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone financial statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone financial statements for the year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2020 (“the Order”) issued by the Central Government in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

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

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 44 on Contingent Liabilities to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2023.

iii. There was no amount which was required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (A) The management has represented that, to the best of its knowledge and belief, no funds have been

advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(B) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

(C) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (A) and (B) above contain any material misstatement.

v) a) The dividend proposed in the previous year, declared and paid by the Company during the year is in

accordance with Section 123 of the Act, as applicable.

b) The Board of Directors of the Company have proposed dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable with effect from April 1,2023 to the Company and its subsidiaries, which are companies incorporated in India, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For S. K. Patodia & Associates Chartered Accountants Firm Registration Number: 112723W

Dhiraj Lalpuria Partner

Place : Mumbai Membership Number: 146268

Date : May 16, 2023 UDIN : 23146268BGVPRD5385


Mar 31, 2018

Report on the Standalone Ind-Financial Statements

1. We have audited the accompanying standalone Ind-AS financial statements of Shree Pushkar Chemicals & Fertilisers Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ''the standalone Ind AS financial statements'').

Management''s Responsibility for the Standalone Ind AS Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these standalone Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind-AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

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

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, 2018, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated May 17, 2017 and May 27, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by ''the Companies (Auditor''s Report) Order, 2016'', issued by the Central Government of India in terms of subsection (11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on March 31, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B; and

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

(i) The Company has disclosed the impact of pending litigations as at March 31, 2018 on its financial position in its standalone Ind AS financial statements Refer to Note 43 to the standalone Ind AS financial statements;

(ii) The Company did not have any long-term contracts including derivative contracts as at March 31, 2018;

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

Referred to in paragraph 10 of the Independent Auditors'' Report of even date to the members of Shree Pushkar Chemicals & Fertilisers Limited on the Ind As Standalone financial statements as of and for the year ended March 31, 2018

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, no physical verification was carried out by the Management during the year. Accordingly, the discrepancies, if any, could not be ascertained and therefore, we are unable to comment on whether the discrepancies, if any, have been properly dealt with in the books of account.

(c) The title deeds of immovable properties, as disclosed in Note 5 on Property, Plant and Equipment and Investment Property to the financial statements, are held in the name of the Company.

ii. The physical verification of inventories have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

iii. The Company has not granted any loan, secured or unsecured loans to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of the Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues, including provident fund, income tax, sales-tax, service tax, goods and service -tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service tax and goods and service tax, which have not been deposited on account of any dispute. The particulars of dues of income-tax, goods and service taxas at March 31, 2018 which have not been deposited on account of a dispute are as follows:

Name of the statute

Nature of dues

Amount (Rs. in Lakhs)

Period to which the amount relates

Forum where the dispute is pending

Central Sales Tax Act, 1956

Central Sales Tax including interest

2.03

2005-06

The Deputy Commissioner of Sales Tax (Appeals)

Central Sales Tax Act, 1956

Central Sales Tax including interest

62.89

2006-07

The Deputy Commissioner of Sales Tax (Appeals)

MVAT Act, 2002

Value added Tax including interest

9.92

2005-06

The Deputy Commissioner of Sales Tax (Appeals)

MVAT Act, 2002

Value added Tax including interest

39.99

2006-07

The Deputy Commissioner of Sales Tax (Appeals)

Income Tax Act, 1961

Income Tax demand

36.34

AY 2009-10

The Commissioner of Income Tax (Appeals)

Income Tax Act, 1961

Income Tax demand

6.06

AY 2010-11

The Commissioner of Income Tax (Appeals)

Income Tax Act, 1961

Income Tax demand

41.21

AY 2012-13

The Assistant Commissioner of Income Tax

Name of the statute

Nature of dues

Amount (Rs. in Lakhs)

Period to which the amount relates

Forum where the dispute is pending

Income Tax Act, 1961

Income Tax demand

450.43

AY 2015-16

The Assistant Commissioner of Income Tax

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or banks at the balance sheet date. The Company does not have any loans or borrowings from Government. Further, the Company has not issued any debentures.

ix. In our opinion, and according to the information and explanations given to us, the money raised by way of initial public offer and term loans were applied for the purposes for which these were raised.

x. 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 material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under the Indian Accounting Standard (Ind-AS) 24, “Related Party Disclosures” specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has made preferential issue of equity shares during the year, against which allotment is pending, in compliance with the requirements of Section 42 of the Act. Further, the amounts raised have been used for the purpose for which funds were raised.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

Referred to in paragraph 11(f) of the Independent Auditors'' Report of even date to the members of Shree Pushkar Chemicals & Fertilisers Limited on the Ind AS Standalone Financial Statements for the year ended March 31, 2018

1. We have audited the internal financial controls over financial reporting of Shree Pushkar Chemicals & Fertilisers Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the Institute of Chartered Accountants of India (ICAI). Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S. K. Patodia & Associates

Chartered Accountants

Firm Registration Number: 112723W

Arun Poddar

Place: Mumbai Partner

Date: May 28, 2018 Membership Number: 134572


Mar 31, 2016

1. We have audited the accompanying financial statements of Shree Pushkar Chemicals & Fertilizers Limited (the ''Company''), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

8. 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, 2016, and its profit and its cash flows for the year ended on that date.

Other Matter

9. The financial statements of the Company for the year ended March 31, 2015, were audited by another firm of chartered accountants under the Companies Act, 2013 who, vide their report dated May 4, 2015, expressed an unmodified opinion on those financial statements. Our opinion is not qualified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

10. As required by ''the Companies (Auditor''s Report) Order, 2016'', issued by the Central Government of India in terms of subsection (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statement - Refer Note 29.

(ii) The Company did not have any long-term contracts including derivative contracts as at March 31, 2016;

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016.

Referred to in paragraph 11 of the Independent Auditors'' Report of even date to the members of Shree Pushkar Chemicals and Fertilizers Limited on the financial statements for the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of Shree Pushkar Chemicals & Fertilizers Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Referred to in paragraph 10 of the Independent Auditors'' Report of even date to the members of Shree Pushkar Chemicals & Fertilizers Limited on the financial statements as of and for the year ended March 31, 2016

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, no physical verification was carried out by the Management during the year. Accordingly, the discrepancies, if any, could not be ascertained and therefore, we are unable to comment on whether the discrepancies, if any, have been properly dealt with in the books of account.

(c) The title deeds of immovable properties, as disclosed in Note 13 on fixed assets to the financial statements, are held in the name of the Company.

ii. The physical verification of inventory excluding stock in transit have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of account.

iii. The Company has not granted any loan, secured or unsecured loans to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of the Clause 3(iii),

(iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.

We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues, including provident fund, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service tax, duty of customs, duty of excise, and cess which have not been deposited on account of any dispute. The particulars of dues of income-tax, sales tax and value added tax as at March 31, 2016 which have not been deposited on account of a dispute are as follows:

Name of the statute

Nature of dues

Amount

(Rs.)

Period to which the amount relates

Forum where the dispute is pending

Central Sales Tax Act, 1956

Central Sales Tax including interest

203,340

2005-06

The Deputy Commissioner of Sales Tax (Appeals)

Central Sales Tax Act, 1956

Central Sales Tax including interest

6,288,562

2006-07

The Deputy Commissioner of Sales Tax (Appeals)

MVAT Act, 2002

Value added Tax including interest

991,721

2005-06

The Deputy Commissioner of Sales Tax (Appeals)

MVAT Act, 2002

Value added Tax including interest

3,999,077

2006-07

The Deputy Commissioner of Sales Tax (Appeals)

Income Tax Act, 1961

Income Tax demand

3,633,540

AY 2009-10

The Commissioner of Income Tax (Appeals)

Income Tax Act, 1961

Income Tax demand

606,162

AY 2010-11

The Commissioner of Income Tax (Appeals)

Income Tax Act, 1961

Income Tax demand

4,121,440

AY 2012-13

The Assistant Commissioner of Income Tax

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. The Company does not have any loans from Government, nor has it issued any debentures as at the balance sheet date.

ix. In our opinion, and according to the information and explanations given to us, the money raised by way of initial public offer and term loans were applied for the purposes for which those are raised except un-utilized balance in respect of net proceeds from initial public offer as at Balance sheet date, which is kept in fixed deposit for future utilization.

x. 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 material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of the related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, "Related Party Disclosures" specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has made a private placement of equity shares during the year under review, in compliance with the requirements of Section 42 of the Act. The amounts raised have been used for the purpose for which funds were raised except un-utilized balance as at Balance sheet date, which is kept in fixed deposit for future utilization.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the order are not applicable to the Company.

For S. K. Patodia & Associates

Chartered Accountants

Firm Registration Number: 112723W

Arun Poddar Partner

Membership Number: 134572

Place: Mumbai

Date: May 27, 2016


Mar 31, 2015

We have audited the accompanying financial statements of Shree Pushkar Chemicals & Fertilizers Limited, which comprise the Balance Sheet as at March 31,2015 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the "Act") read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 evidences about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud and error. In making those risk assessments, the auditor considers internal controls 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 entity's internal control. An audit also includes evaluating appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India vide order dated 10.04.2015, we give in the Annexure a statement on the matters specified in above said 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 and the Statement of Profit & Loss and Cash Flow Statement, dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.

(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

Annexure referred to in Paragraph 1 under the head "Report on other legal and regulatory requirements" of the Independent Auditor's Report to the members of Shree Pushcart Chemicals & Fertilizers Limited for the year ended 31st March 2015. (Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the assets, have been physically verified by the management in accordance with a phased programmed of 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. No material discrepancies have been noticed on such physical verifications.

(ii) (a) The inventory, except goods in transit and stocks lying with third parties (if any), have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. However there is no stock lying with third parties at the year end.

(b) The procedure for physical verification of inventory followed by management are reasonably adequate in relation to size of the company and the nature of its business.

(c) The company has maintained the proper records of inventory. The discrepancies noticed on verification between physical stock and book records were not material.

(iii) (a) During the year the Company has not granted unsecured loans to any Parties covered in the registered maintained under section 189 of the Companies Act, 2013.

(b) In view of our comments in para (iii) (a) above, clauses

(iii) (a) & (b) of the said order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has appropriate authorization system and other controls in place for the purchases of inventory and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanation given to us there is no continuous failure to correct weaknesses in such internal control systems.

(v) According to the information and explanations given to us, the Company has not accepted any

deposits from public. However, the Company has accepted loans from only Directors. Therefore the provision of clause (vi) of the paragraph 4 of the order are not applicable to the company.

(vi) We have broadly reviewed the books of accounts maintained by the company in pursuant to the rule prescribed by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 & are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanation provided to us and in our opinion, the Company has sometimes delayed in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it with appropriate authorities. None of statutory dues became payable as at the end of financial year for a period of more than six months from the date they became payable.

(b) As per the records of the Company and according to the information and explanation provided to us, there are no disputed dues of Sales Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty/Cess except described below:

Sr Nature No. Nature of of the Amount Period to which Forum Where Dispute is the Stature (In Rs.) amount Relates Pending

1 Income Tax Income 3,633,540 AY 2009-10 Commissioner of Income Tax Act, 1961 Tax (Appeal)

2 Income Tax Income 606,160 AY 2010-11 Commissioner of Income Tax Act, 1961 (Appea)

3 Income Tax Income 4,121,440 AY 2012-13 Assistant Tax Commissioner

4 Maharashtra VAT Refund 300, 000 AY 2007-08 Appellate Tribunal (Kolhapur) Value able added Tax 2002

5 Maharashtra VAT Refund 300 000 AY 2006-07 Appellate Tribunal (Kolhapur) Value added Tax Act, 2002 able

(c) According to the information and explanations given to us no amounts were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

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

(ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to banks and financial institutions.

(x) 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 or other securities during the year.

(xi) The company has not raised any term loan during the year. The term loan outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

(xii) In our opinion & to information and explanations to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Jajodia & Company

Chartered Accountants

Firm Reg. No. 121911W

Sd/-

Dinesh Jajodia

Place: Mumbai Proprietor

Date: 04/05/2015 M. No.: 101008


Mar 31, 2013

We have audited the accompanying financial statements of Shree Pushkar Chemicals & Fertilizers Limited, which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and 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 and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the "Act"). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 evidences about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud and error. In making those risk assessments, the auditor considers internal controls 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 appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Emphasis of matter

Without qualifying our opinion, we draw attention to:

- Note No. 28 regarding balances of Trade Receivables, Trade Payables, Advance from Customers and Loans & Advances, which are subject to confirmation and reconciliation. We have relied upon management confirmation in the absence of parties' confirmations at large.

- Note No. 11 regarding Capital Work-in-Progress - The Company is under the process of constructing building and Plant & Machinery for its expansion project of Single Super Phosphate (SSP) at its Unit II at Lote Parshuram, Dist Ratnagiri, Maharashtra. As informed to us, the entire plant is being fabricated at the plant site. We have relied upon management representations on the various expenses incurred and accounted for as Capital Work-in-progress.

Report on Other Legal and Regulatory Requirements

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

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

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

(b) In our opinion, proper books of 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 and the Statement of Profit & Loss and Cash Flow Statement, dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

Annexure referred to in Paragraph 1 under the head "Report on other legal and regulatory requirements" of the Independent Auditor's Report to the members of Shree Pushkar Chemicals & Fertilizers Limited for the year ended 31st March 2013.

As required by the Companies (Auditor's Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the assets, except furniture & fixtures and office equipment's, have been physically verified by the management in accordance with a phased program of verification. No material discrepancies have been noticed on such physical verification.

(c) The Company has not disposed off any of its fixed assets during the year.

(ii) (a) As explained to us, physical verification of inventories has been conducted by the management at reasonable intervals.

(b) As per information and explanation given to us, the procedures of physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. No material discrepancies have been notice on such verification.

(c) In our opinion, the Company is advised to maintain the records in a more detailed manner according to the size of the Company and the nature of its business.

(iii) (a) During the year the Company has not granted unsecured loans to any Parties covered in the registered maintained under section 301 of the Companies Act, 1956. (b) In view of our comments in para (iii) (a) above, clauses (iii) (b) (c) and (d) of the said order are not applicable to the Company.

(c) The Company has taken unsecured loans from three parties (payable on call and no stipulation for due date of repayment) covered in the registered maintained under section 301 of the Companies Act, 1956. The aggregate amount involved during the year was Rs, 1,171.91 Lacs. The year-end balance of such loans was Rs, 231.64 Lacs.

(d) The above loans are interest free, except in case of one party where interest is paid at bank rate, and other terms and conditions on which loans have been given are, prima facie, not prejudicial to the interest of the Company.

(e) In view of our comments above, clause (iii) (g) of the said order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has appropriate authorization system and other controls in place for the purchases of inventory and fixed assets and for the sale of goods and services. However, the Company needs to strengthen its system of internal control systems in order to commensurate with the size of the Company and the nature of its business.

(v) (a) According to the information and explanations given to us, the particular of contracts or arrangements as referred to in section 301 of the Act have been entered in to the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices, which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from public. However, the Company has accepted loans from Directors and their relatives who are also shareholders of the Company and such loans may qualify as public deposits within the meaning of provisions of Section 58A of the Companies Act, 1956. The management of the Company is of the opinion that such loans do not partake characteristics of deposits within the meaning of section 58A of the Companies Act, 1956 and hence, directive of the Reserve Bank of India and provisions of Section 58A & rules framed thereunder would not be applicable.

(vii) In our opinion, the Company has an internal audit system in place. However, it needs to be strengthened to commensurate with its size and nature of its business.

(viii) Based on the information and explanation provided to us, the Company has maintained the cost records prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956. However, we have not made detailed examination of such cost records with a view to determine whether they are maintained adequately.

(ix) (a) According to the information and explanation provided to us and in our opinion, the Company has generally delayed in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it with appropriate authorities. Details of statutory dues as at the end of financial year for a period of more than six months from the date they became payable are as under:

Nature Amount

(Rs,)

Central Sales Tax 34,98,479 Tax Deducted at Source under Income Tax Act 8,57,431

(since repaid) Professional Tax (since repaid) 22,500

(b)

As per the records of the Company and according to the information and explanation provided to us, there are no disputed dues of Sales Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty/Cess except described below:

Period Sr. Nature of Nature of Amount which Forum No. the Stature the dues (In Rs,) amount Where Dispute Pending Relates

1 Income Tax Income 17,69,450 AY 2009-10 Assistant Act, 1961 Tax Commissioner

2 Income Tax Income 606,160 AY 2010-11 Commissioner of Act, 1961 Tax Income Tax

(Appeal)

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

(xi) Based on our audit procedures and on the information and explanations given by the management, during the year, the Company has made certain delays in repayment of loans to Banks and Financial Institutions.

(xii) 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 or other securities during the year.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) As per the records of the Company and information and explanations given to us by the management, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) As per information and explanations provided to us, the Company has given Corporate Guarantee aggregating to Rs, 511 Lacs for housing loans taken by relative of the promoter-directors of the company. We are unable to comment as to whether the terms and conditions of such loan are prejudicial to the interest of the Company.

(xvi) As per the records of the Company, the Company has applied the term loans for the purposes for which it was taken during the year.

(xvii) According to the information and explanations given to us and based on overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued debentures during the year under consideration.

(xx) The Company has not raised any money by way of public issue during the year under consideration.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, there were no fraud on or by the Company noticed or reported during the year.

For K C P L & Associates

Chartered Accountants

Firm Reg. No. 119223W

Sd/-

Saurabh Agarwal

Place: Mumbai Partner

Date: 28/09/2013 M. No. : 119139


Mar 31, 2012

We have audited the attached Balance Sheet of Shree Pushkar Chemicals & Fertilizers Limited as at 31st March, 2012 and also the annexed Statement of Profit and Loss and Cash Flow Statement for the year 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 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 disclosure 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.

1. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956. We enclosed the annexure statement on the matters specified in paragraphs 4 and 5 of the 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement referred to in this report are in agreement with the books of accounts.

d) In our opinion and to the best of our information and according to the explanations given to us, they said Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representation received from the Directors as on 31st March, 2012 and taken approval by the Board, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as Directors in terms of Clause (g) of Subsection (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 financial statements give in the prescribed manner the information required by the Companies Act, 1956, in the manner as required and present 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 and ii. In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date. iii. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in Paragraph 1 of the Auditors Report to the members of Shree Pushkar Chemicals & Fertilizers Limited for the year ended 31st March 2012.

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

(i) (a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the assets have been physically verified by the management in accordance with a phased program of verification, which in our opinion is reasonable, considering the size and the nature of business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

(c) The Company has not disposed off any of its fixed assets during the year.

(ii) (a) As explained to us physical verification of inventories has been conducted during the year by the management at reasonable intervals.

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

(c) In our opinion and according to the information and explanation given to us, and from our verification of Inventory records, the Company is advised to maintain the records in a more detailed manner according to the size of the Company and the nature of its business.

(iii) (a) During the year the company has not granted unsecured loans to any Parties covered in the registered maintained under section 301 of the Companies Act, 1956.

(b) In view of our comments in para (iii) (a) above, clauses (iii) (b) (c) and (d) of the said order are not applicable to the company

(c) The company has taken interest free unsecured loans from three parties (payable on

call and no stipulation for due date of repayment) covered in the registered maintained under section 301 of the Companies Act, 1956. The aggregate maximum amount involved during the year was Rs. 184.74/- lacs. The year-end balance of such loans was Rs. 168.71/- lacs.

(d) The above loans are interest free and other terms and conditions on which loans have been given are prima facie, not prejudicial to the interest of the Company.

(e) In view of our comments above, clause (iii) (g) of the said order is not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the

internal control system is adequate commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and service. However the Company is advised to strengthen its Internal Control on documentation.

(v) (a) In our opinion and according to the information and explanations given to us, the particular of contracts or arrangements as referred to in section 301 of the Act have been entered in to the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices, which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from public.

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion the prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix)(a) According to the records of the company produced before us, the Company was generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it except following:-

Sr. Nature of the Amount Period to which No dues (In Rs.) amount Relates . 1 Tax Deducted at 1,06,000 FY 10-11 Sources

2 Professional Tax 7,500 FY 11-12

3 Central Sales 24,32,041 FY 11-12 Tax

4 Income Tax 16,75,348 AY 09-10

5 Income Tax 57,72,410 AY 11-12

Profession Tax Employees Contribution was not deducted & deposited by the company.

(b) According to the records of the company, there are no disputed dues of sales tax, customs duty, wealth tax, service tax and excise duty / cess except described below:

Sr. Nature of the Nature of the Amount No Stature dues (In Rs.)

1 Income Tax Act,1961 Income Tax 18,96,652

2 Maharashtra Value VAT Refundable 3,00,000 added Tax Act, 2002

3 Maharashtra Value VAT Refundable 63,54,754 added Tax Act, 2002

4 Maharashtra Value VAT Refundable 3,00,000 added Tax Act, 2002

Nature of the Period to Forum Where Stature which Dispute is amount Pending Relates

Income Tax Act, A.Y. 09-10 Assistant 1961 1961 Commissioner

Maharashtra Value A.Y. 07-08 Appellate Tribunal added Tax Act, 2002 (Kolhapur)

Maharashtra Value A.Y. 11-12 DC Level added Tax Act, 2002

Maharashtra Value A.Y. 06-07 Appellate Tribunal added Tax Act, 2002 (Kolhapur)

(x) The company has no accumulated losses at the end of the financial year and has not incurred any cash loss during the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, during the year the Company has made delay in repayment of term loan to Banks and Financial Institutions certain times however no amount is overdue at the year end.

(xii) 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 or other securities

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit

Fund/ Societies are not applicable to the company.

(xiv) As per records of the company and information and explanations given to us by the management, company is not dealing or trading in shares, securities, and debentures and other investments.

(xv) As per information's and explanations provided to us, the company has given Corporate Guarantee aggregating to Rs. 511 Lacs for housing loans taken by the Directors of the company.

(xvi) According to the records of the Company, the Company has applied the term loans for the purposes for which it was taken during the year.

(xvii) According to the information and explanations given to us and, on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment by the company.

(xviii) During the year, the Company has issued 4,70,632 Equity Shares of Face Value of Rs.10/- each at a premium of Rs.16.56/- each to one party covered in the register maintained under section 301 of the Companies Act 1956. The price at which these shares were issued is not prima facie prejudicial to the interest of the Company.

(xix) During the period covered by audit report the company has not issued any debentures.

(xx) During the year the company has not raised any money by way of public issue.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, there were no fraud on or by the Company noticed or reported during the year.

For K C P L & Associates

Chartered Accountants

Firm Reg. No.119223W

Sd/-

Saurabh Agarwal

Place : Mumbai Partner

Date : September 24th, 2012 M.No. : 119139


Mar 31, 2011

We have audited the attached Balance Sheet of SHREE PUSHKAR PETRO PRODUCTS LIMITED as at 31st March 2011, the Profit & Loss Account and 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.

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 misstatements. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) order, 2003 as amended by the companies (Auditors Report) (Amendment) order, 2004 (together the order) issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered appropriate and the information and explanation given to us during the course of audit, we give in the annexure a statement on the matters specified in the paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph one 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, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & Loss and cash flow statement Account dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3-C) of section 211 of the Companies Act, 1956

e) Based on the representation received from the director and taken on record by the board of directors , the directors of the company do not prime facie, have any disqualification as referred to in Section 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

ii) In the case of Profit & Loss Account, of the Profit for the year ended on that date.

iii) In case of cash flow statement, of the cash flows of the company for the year ended on that date

ANNEXURE REFERRED TO IN PARAGRAPH (1) OF AUDITOR'S REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011 OF SHREE PUSHKAR PETRO PRODUCTS LIMITED ON THE BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE AND IN TERMS OF THE INFORMATION AND EXPLANATION GIVEN TO US, WE STATE THAT

1. (a) The Company is in process of updating the records to show full particulars, including quantitative details and situation of its fixed assets.

(b) As explained to us the fixed assets have been physically verified by the Management at reasonable intervals during the year. We are informed that no material discrepancies have been noticed by the management on such verification as compared to the aforesaid records of fixed assets.

(c) There was no substantial disposal of fixed assets during the year.

2. (a) The management has conducted physical verification of inventory at reasonable intervals.

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

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

3. (a) The Company has not granted any loans to any party covered in the register maintained under section 301 of the Companies Act, 1956.

(d) The Company has taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the period was Rs. 90.62 Lacs and year end balance was Rs.6.95 Lacs

(e) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for loans taken are prima facie not prejudicial to the interest of the Company.

(f) In our opinion and according to the information and explanations given to us, there was no stipulation regarding the repayment of principal amount and Interest,

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

5. (a) According to the information and explanations given to us the particulars of contracts or arrangements referred to in section 301 of the companies Act, 1956, have been entered in the register required to be maintained under that section,

(b) According to the information and explanations given to us Where such transactions is in excess of Rs5 Lacs, the transactions has been made at prices which prima face reasonable having regards to prevailing market prices at the relevant time and they are not prejudicial in the interest of the company

6 As explained to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of deposits) rules 1975.

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

8 It was informed that the central government has not prescribed for maintenance of cost records as required under section 209(1) (d) of the Companies Act, 1956.

9 (a) According to the information and explanations given to us and the books and records examined by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities except as mentioned in clause 9(b) below.

(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, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues were outstanding at the year end for a period of more than six months from the date they became payable except Value Added Tax of Rs.10.76 lacs for F.Y.2007-08, Rs. 63.98 lacs for F.Y.2008-09, Rs. 11.25 Lacs for F.Y.2010-11 and Income Tax of Rs.0.86 Lacs for A.Y.2006-07 which remained unpaid at the end of the year. ..

(c) According to the records of the Company, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, excise duty and cess on account of any dispute, except the dues of Income Tax as under:

Sr. No. Year Rupees Pending at Remark (In Lacs) forum

1. A.Y.2007-08 12.52 ACIT Range Company has filed 7(2),Mumbai rectification petition

2. A.Y.2008-09 51.89 ACIT Range Company has filed 7(2),Mumbai rectification petition

10 The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and in the immediately preceding financial year.

11 Based on our audit procedures and the information and explanations given by the management, the company has not defaulted in repayment of dues to any financial institution or bank.

12 According to the information and explanations given to us and based on the documents and records produced 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 nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14 In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of Companies (Auditors Report) Order, 2003 are not applicable to the company.

15 According to the information and explanations given to us, the Company has given the guarantees for loans taken by the directors to obtain housing loan of Rs. 511 Lacs. However, the loan outstanding is Rs. 371 lacs as of 31-3-11. As per the information available, the market value of the assets so financed is more than the value of the corporate guarantee, therefore, in our opinion the terms and conditions thereof are not prejudicial to the interest of the company.

16 Based on information and explanations given to us by the management, the term loans have been applied for the purpose for which they were obtained.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have been used for long-term investment to the extent of Rs.612.41 Lacs

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

19 According to the information and explanations given to us the Company has not created any security or charge in respect of any secured debenture as no secured debenture were issued hence the provisions of clause 4 (xix) of Companies (Auditors Report) Order, 2003 are not applicable to the company.

20 The Company has not raised any money through a public issue during the year.

21 Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR PARIHAR & ASSOCIATES

(CHARTERED ACCOUNTANTS)

(Firm Reg. no. 115701W)

Sd/-

(I.S.Parihar)

PROPREITOR

Place: Mumbai

Dated: 08/09/2011

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