Mar 31, 2016
To the Members of
Starlog Enterprises Limited
(earlier known as ABG Infralogistics Limited)
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Starlog Enterprises Limited (earlier known as ABG Infralogistics Limited) ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statement
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting polices used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flows for the year ended on that date.
Emphasis of Matters
We draw attention to Note No.26 to the Financial Statements regarding Company''s current liabilities exceeding its current assets by Rs. 53, 87,71,492 as at 31st March, 2016. The Company believes that for the reasons stated in the said Note, it will have adequate liquidity to meet its liabilities as and when they fall due.
Our opinion is not qualified in respect of the above matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the annexure A, a statement on the matters specified in the paragraph 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) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) The matters described in the Basis for disclaimer of opinion paragraph as per our separate Report in "Annexure B", and in Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164(2) of the Act.
g) 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".
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 financial statements vide Note 25.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There are minor delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
(Referred to in our Report of even date)
i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are generally held in the name of the Company.
(ii) According to the information and explanations given to us, the Company''s nature of operations does not require it to hold inventories and accordingly, clause 3(ii) of the Order is not applicable.
(iii) I n our opinion and according to the information and explanations given to us, the Company has not granted any loans, secure or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.
(iv) I n our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of investments, guarantees and securities.
(v) I n our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148 of the Act in respect of services rendered by the Company.
(vii) According to the information and explanations given to us, in respect of statutory dues:
a. According to the information and explanations given to us, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess wherever applicable and any other material statutory dues applicable to it have generally not been regularly deposited with the appropriate authorities though the delays in deposit have not been serious except dues in respect of service tax which are deposited with significant delays. According to the information and explanations given to us, no undisputed amounts payable by the Company in respect of aforesaid statutory dues were in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable except service tax of Rs. 5, 79,358.
b. According to the information and explanations given to us, the disputed statutory dues in respect of Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, as applicable, have not been deposited on account of matters pending before appropriate authorities as under: -
Nature of dues |
Amount |
Period to which the amount relates |
Forum where dispute is pending |
Sales Tax |
1,799,088 |
1996-97 |
|
|
5,133,109 |
1997-98 |
|
|
5,458,212 |
1998-99 |
|
|
15,371,120 |
1999-2000 |
|
|
17,117,882 |
2000-01 |
|
|
7,301,689 |
2001-02 |
|
|
9,302,847 |
2002-03 |
|
MVAT |
14,57,98,687 |
2005-06 |
|
|
24,75,33,119 |
2006-07 |
|
|
45,86,19,011 |
2007-08 |
|
|
49,14,33,812 |
2008-09 |
Deputy Commissioner of Sales Tax (Appeal-VI) Mumbai |
|
45,42,62,844 |
2009-10 |
|
|
58,22,69,130 |
2010-11 |
|
|
44,45,68,970 |
2011-12 |
|
Income Tax |
1,33,02,972 |
2004-05 |
Commissioner of Income Tax (Appeal)-47 |
|
93,74,728 |
2005-06 |
|
TOTAL |
290.86.47.220 |
|
|
(viii) According to the information and explanations given to us, the Company has not taken any loans from Government or raised borrowings in the form of debentures. The Company has defaulted in repayment of dues to financial institutions and banks during the year. Details of the dues to bank and financial instituions which have not been paid on due dates and which are outstanding as on 31.3.2016 are given below :
Name of Lenders |
Nature of Dues |
Amount due on Balance Sheet date |
Period to which it relates |
Date of Payments |
J & K Bank Ltd. (Rs. 18.26 Cr.) |
Principal |
5,706,000 |
Jan-16 |
6-May-16 |
|
Interest |
2,027,849 |
Jan''16 to Mar''16 |
6-May-16 (partly) |
Axis Bank Ld. (Rs. 3.50 Cr.) |
Principal |
|
|
|
|
Interest |
321,927 |
Mar''16 |
Not paid |
Axis Bank Ld. (Rs. 20.00 Cr.) |
Principal |
15,000,000 |
Mar-16 |
Not paid |
|
Interest |
1,083,733 |
Mar''16 |
Not paid |
Axis Bank Ld. (Rs. 08.00 Cr.) |
Principal |
- |
|
|
Interest |
860,009 |
Mar''16 |
Not paid |
|
Srei Infra Finance (Rs. 7.14 Cr.) |
Principal |
23,810,963 |
Apr''15 to Aug''15 |
Not paid |
|
Interest |
14,097,426 |
Aug''13 to Mar''16 |
Not paid |
Bank of India (Rs. 21.80 Cr.) |
Principal |
38,418,000 |
Dec''15 & Mar''16 |
Not paid |
|
Interest |
11,703,180 |
Nov''15 to Mar''16 |
Not paid |
Landesbank (Euro 6.31 MIO.) |
Principal |
- |
|
|
|
Interest |
1,504,514 |
Apr''15 to Mar''16 |
4-Apr-16 |
L & T Fincorp (Rs. 75 Cr.) |
Principal |
4,500,000 |
Feb'' 16 & Mar''16 |
Not paid |
|
Interest |
10,495,610 |
Feb'' 16 & Mar''16 |
Not paid |
GE Money (Rs. 45 Cr.) |
Principal |
119,813,967 |
Mar''15 to Mar''16 |
Not paid |
|
Interest |
41,693,258 |
Jan''14 to Mar''16 |
Not paid |
IDFC (Rs. 75 Cr.) |
Principal |
954,365 |
Mar''16 |
Not paid |
|
Interest |
5,808,884 |
Jan''16 to Mar''16 |
Not paid |
IDFC (Rs. 3.5 Cr.) |
Principal |
350,000 |
Mar''16 |
Not paid |
|
Interest |
1,067,501 |
Jan''16 to Mar''16 |
Not paid |
ICICI (Rs. 23 Cr.) |
Principal |
16,428,572 |
Dec''15 & Mar''16 |
Not paid |
|
Interest |
4,300,241 |
Dec''15 to Mar''16 |
Not paid |
ICICI (Rs. 16 Cr.) |
Principal |
10,000,000 |
Mar''16 |
Not paid |
|
Interest |
6,364,714 |
Dec''15 to Mar''16 |
Not paid |
|
336 310 713 |
|
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the company during the year for the purposes for which loans were obtained other than temporary deployment pending application.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year nor have we been informed of such case by the management.
(xi) According to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the the provisions of Section 197 read with Schedule V to the Act.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him.
(xvi) According to information and explanations given to us, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
(Referred to in our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
We have audited the internal financial controls over financial reporting of Starlog Enterprises Limited (earlier known as ABG Infralogistics Limited) ("the Company") as at 31 March 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
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
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the 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.
Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over financial reporting of the Company.
Meaning of Internal Financial Controls Over Financial Reporting
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:
(a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(b) 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
(c) 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.
Basis for disclaimer of opinion
According to the information and explanation given to us, the Company has not established its internal financial control over financial reporting on criteria based on or 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").
Disclaimer of Opinion
As described in the Basis for disclaimer of opinion paragraph above, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at 31 March 2016.
We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company, and the disclaimer does not affect our opinion on the financial statements of the Company.
For M.M. CHATURVEDI & CO.
Chartered Accountants
(Firm Reg. No. 112941W)
Madan Mohan Chaturvedi
Partner
Membership No.: 31118
Mumbai
May 31, 2016
Mar 31, 2015
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of ABG
INFRALOGISTICS LIMITED ("the Company"), which comprise the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statement
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding 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
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial control system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting polices used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its loss and its cash flows for the year ended
on that date.
Emphasis of Matters
We draw attention to Note No. 26 to the Financial Statements regarding
Company's current liabilities exceeding its current assets by Rs.
33,85,50,452 as at 31st March, 2015. The Company believes that for the
reasons stated in the said Note, it will have adequate liquidity to
meet its liabilities as and when they fall due.
Our opinion is not qualified in respect of the above matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the annexure a
statement on the matters specified in the paragraph 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 Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) In our opinion, the matter described in Emphasis of Matter paragraph
may have an adverse effect on the functioning of the Company if the
plans mentioned in Note 26 to the Financial Statements do not fructify.
f) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.
g) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements vide Note 25.
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
The Annexure referred to in our Independent Auditors' Report to the
members of the Company on the standalone financial statements for the
year ended 31st March, 2015, we report that:
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all fixed
assets at reasonable intervals. According to the information and
explanation given to us, no material discrepancies were noticed on such
verification.
(ii) According to the information and explanations given to us, the
Company's nature of operations does not require it to hold inventories
and accordingly, clause 3(ii) of the Order is not applicable.
(iii) In respect of loans granted, secured or unsecured, to companies,
firms or other parties covered in the Register maintained under Section
189 of the Act:
a. According to the information and explanations given to us, the
Company has given advances of Rs. 76,20,000, in the nature of loan, to
a subsidiary and converted the opening advance of Rs. 16,96,94,022 to
another subsidiary into share capital.
b. In our opinion and according to the information and explanations
given to us, as the above amount is interest free and repayable on
demand, question of overdue amounts does not arise.
(iv) 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 fixed assets and for the sale of services. The activities
of the Company do not involve purchase of inventory and the sale of
goods. We have not noted any continuing failure to correct major
weakness in the internal control system during the course of the audit.
(v) According to the information and explanations given to us, the
Company has not accepted any deposit from the public during the year.
(vi) According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under Section 148 of the Act in respect of services rendered by the
Company.
(vii) According to the information and explanations given to us, in
respect of statutory dues:
a. The Company has generally been regular in depositing undisputed
statutory dues including Provident Fund, Employees' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of
Excise, Value Added Tax, Cess wherever applicable and any other
material statutory dues applicable to it with the appropriate
authorities except in a few cases where there have been delays.
b. There were no undisputed amounts payable by the Company in respect
of Provident Fund, Employees' State Insurance, Income- Tax , Sales Tax,
Wealth Tax, Services Tax, Customs Duty, Excise Duty, Value Added Tax,
Cess and other material statutory dues in arrears as at 31st March,
2015 for a period of more than six months from the date they became
payable.
c. According to the information and explanations given to us, the
disputed statutory dues in respect of Income Tax, Sales Tax, Wealth
Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax and
Cess, as applicable, have not been deposited on account of matters
pending before appropriate authorities as under: -
Nature of dues Amount Rs. Period to which
the amount relates Forum where
dispute is pending
Sales Tax 17,99,088 1996-97
51,33,109 1997-98 Chennai High Court
54,58,212 1998-99
1,53,71,120 1999-2000
1,71,17,882 2000-01
73,01,689 2001-02
93,02,847 2002-03
MVAT 14,57,98,687 2005-06 Deputy
Commissioner of
Sales Tax-
(Appeal-VI) Mumbai
24,75,33,119 2006-07
45,86,19,011 2007-08
49,14,33,812 2008-09
45,42,62,844 2009-10
58,22,69,130 2010-11
44,45,68,970 2011-12
TOTAL 2,88,59,69,520
d. The Company has been generally regular in transferring amounts to
Investor Education and Protection Fund in accordance with relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made there
under within time.
(viii) Company has no accumulated losses and has not incurred cash
losses during the financial year covered by our audit or in the
immediately preceding financial year.
(ix) According to the information and explanations given to us, the
Company has defaulted in repayment of dues to financial institutions
and banks during the year and the same have generally been regularized
within 90 days except dues of Rs. 8,43,19,996 which are in arrears for
the period from 31 to 274 days. Aggregate amount of dues which have not
been paid on due dates and which and are outstanding as on 31.3.2015 is
Rs. 21,00,78,561.
(x) According to the information and explanations given to us, the
Company has given corporate guarantee against the loan taken by one of
its subsidiaries from bank aggregating to Rs. 39,25,23,733. In our
opinion, the terms and conditions on which aforesaid corporate
guarantees is given are not, prima facie, prejudicial to the interest
of the Company
(xi) To the best of our knowledge and belief and according to the
information and explanations given to us, in our opinion, term loans
availed by the Company were, prima facie, applied by the company during
the year for the purposes for which loans were obtained other than
temporary deployment pending application.
(xii) To the best of our knowledge and according to the information and
explanation given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For M. M. Chaturvedi & Co.,
Chartered Accountants
(Firm Reg. No. 112941W)
M. M. Chaturvedi
Partner
Membership No. 31118
Mumbai,
June 2, 2015
Mar 31, 2014
We have audited the accompanying financial statements of ABG
Infralogistics Limited ("the Company"), which comprise the Balance
sheet as at 31 March 2014, the Statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial statements
The Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 of India ("the Act"). This responsibility
includes the design, implementation and maintenance of internal
controls relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence, about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by Management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
opinion
In our opinion, and to the best of our information and according to the
explanations given to us, the accompanying 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:
(i) in the case of the Balance sheet, of the state of affairs of the
Company as at 31 March 2014;
(ii) in the case of the Statement of profit and loss, of the loss of
the Company for the year ended on that date and
(iii) in the case of Cash flow Statement, of the cash flows of the
Company for the year ended on that date.
Report on other Legal and Regulatory Requirements
1) As required by the Companies (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 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 Balance Sheet, the Statement of Profit and Loss
and the Cash flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Act; and
(e) on the basis of written representations received from the directors
as on 31 March 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT - MARCH 31, 2014
(Referred to in our report of even date)
1 In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b. According to the information and explanations given to us, a major
portion of the fixed assets has been physically verified by the
management during the year, which in our opinion is reasonable, having
regard to the size of the Company and nature of its assets. According
to the information given to us, no material discrepancy has been
noticed on such verification as compared to records.
c. In our opinion, the Company has not disposed off any substantial
part of its fixed assets during the year so as to affect its going
concern status.
2. According to the information and explanations given to us, the
Company''s nature of operations does not require it to hold inventories
and accordingly, clause 4(ii) of the Companies (Auditor''s Report)
Order, 2003 is not applicable.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956:
a. According to the information and explanations given to us, the
Company has given advances in the nature of loans to its two
subsidiaries and outstanding balance and maximum balance outstanding at
any time during the year from these subsidiaries was Rs. 16,96,94,722.
b. In our opinion and according to the information and explanations
given to us, the rates of interest and other terms and conditions are
not prima facie prejudicial to the interest of the Company.
c. According to the information and explanations given to us, the
aforesaid loans are repayable on demand.
d. As the aforesaid loans given by the Company are repayable on
demand, the question of overdue amount does not arise.
e. According to the information and explanations given to us, the
Company has, during the year, fully repaid advance received from one of
the subsidiary company against sale of assets. Maximum amount
outstanding at any time during the year to the said subsidiary was Rs.
16,19,55,978.
f. In our opinion and according to the information and explanations
given to us, the rates of interest and other terms and conditions are
not prima facie prejudicial to the interest of the Company.
g. As the aforesaid advance taken by the Company has already been
fully repaid, the question of overdue amount does not arise.
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
purchases of fixed assets and sale of services. The activities of the
Company do not involve purchase of inventory and the sale of goods. We
have not noted any continuing failure to correct major weakness in the
internal control system during the course of the audit.
5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a. In our opinion and according to the information and representations
given to us, the transactions made in pursuance of contracts or
arrangements that needed to be entered in the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance to contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 exceeding the value of rupees five lacs in
respect of each party during the year have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
7. The Company did not have an internal audit system during the year.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenances of cost records
under clause (d) of sub-section (1) of Section 209 of the Companies
Act, 1956 in respect of services carried out by the Company.
9. a. According to the information and explanations given to us, and
on the basis of our examination of the books of account, the Company
has generally been regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, Cess wherever applicable and any other material
statutory dues applicable to it with the appropriate authorities except
in a few cases where there have been delays. According to the
information given to us, no undisputed amounts in respect of aforesaid
dues were outstanding as at 31st March, 2014 for a period of more than
six months from the date they became payable.
b. According to the information and explanations given to us, the
disputed statutory dues have not been deposited on account of matters
pending before appropriate authorities as under: -
Nature of dues Amount Rs. Period to which the Forum where
amount relates dispute is
pending
Sales Tax 17,99,088 1996-97
51,33,109 1997-98
54,58,212 1998-99
1,53,71,120 1999-2000 Chennai
High Court
1,71,17,882 2000-01
73,01,689 2001-02
93,02,847 2002-03
Maharashtra Value
Added Tax 14,57,98,687 2005-06 Deputy
Commissioner
66,45,04,605 2008-09 of Sales Tax-
(Appeal-VI)
TOTAL 87,17,87,239 Mumbai
10. The Company has no accumulated losses and has not incurred cash
losses during the financial year covered by our audit or in the
immediately preceding financial year.
11. According to the information and explanations given to us, the
Company has defaulted in repayment of dues to financial institutions
and banks during the year and the same have generally been regularized
within 90 days except dues of Rs. 8,54,54,679 which are older than 90
days. Aggregate amount of dues which have not been paid on due dates
and which and are outstanding as on 31.3.2014 is Rs. 21,44,45,337.
12. According to the information and explanations given to us, the
Company has not granted loans and advance on the basis of security by
way of pledge of shares, debentures and other securities.
13. The Company is not a chit fund, nidhi, mutual benefit fund or a
society. Accordingly, clause 4(xiii) of the Companies (Auditor''s
Report) Order, 2003 is not applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, clause 4(xiv) of the Companies
(Auditor''s Report) Order, 2003 is not applicable.
15. According to the information and explanations given to us, the
Company has given corporate guarantees against the loans taken by its
subsidiary companies from banks aggregating to Rs. 43.25 crores. In our
opinion, the terms and conditions on which aforesaid corporate
guarantees are given are not, prima facie, prejudicial to the interest
of the Company.
16. According to the information and explanations given to us, the
term loans availed by the Company have been applied during the year for
the purposes for which they were raised.
17. According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the Company, funds
raised on short term basis (excluding current maturities of long term
dues) have, prima facie, not been used during the year for long term
investments.
18. The Company has not made any preferential allotment of share to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956.
19. The Company has not issued any debentures during the year.
20. The Company has not raised any money by public issue during the
year.
21. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For M. M. Chaturvedi & Co.
Chartered Accountants
Firm''s Registration No: 112941W
M. M. Chaturvedi
Partner
Membership No: 31118
Mumbai
Date: May 30, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of ABG
Infralogistics Limited ("the Company"), which comprise the Balance
sheet as at March 31, 2013, the Statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of ''the Companies Act, 1956 of India ("the Act"). This responsibility
includes the design, implementation and maintenance of internal
controls relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence, about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by Management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, and to the best of our information and according to the
explanations given to us, the accompanying 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:
(i) in the case of the Balance sheet, of the state of affairs of the
Company as at March 31, 2013;
(ii) in the case of the Statement of profit and loss, of the loss of
the Company for the year ended on that date and
(iii) in the case of Cash flow Statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (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 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 Balance Sheet, the Statement of Profit and Loss
and the Cash flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Act; and
(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 sub-section (1) of
Section 274 of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT - MARCH 31, 2013
(Referred to in our report of even date) 1 In respect of its fixed
assets:
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b. According to the information and explanations given to us, a major
portion of the fixed assets has been physically verified by the
management during the year, which in our opinion is reasonable, having
regard to the size of the Company and nature of its assets. According
to the information given to us, no material discrepancy has been
noticed on such verification as compared to records.
c. In our opinion, the Company has not disposed off any substantial
part of its fixed assets during the year so as to affect its going
concern status.
2. According to the information and explanations given to us, the
Company''s nature of operations does not require it to hold inventories
and accordingly, clause 4(ii) of the Companies (Auditor''s Report)
Order, 2003 is not applicable.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956:
a. According to the information and explanations given to us, the
Company has not given any new loan to any of the aforesaid parties.
Loan outstanding from a subsidiary company at the end of the year was
Rs.700 and the maximum amount outstanding at any time during the year
from two subsidiaries was Rs.3,37,50,366.
b. In our opinion and according to the information and explanations
given to us, the rates of interest and other terms and conditions are
not prima facie prejudicial to the interest of the Company.
c. According to the information and explanations given to us, the
aforesaid loans are repayable on demand.
d. As the aforesaid loans given by the Company are repayable on
demand, the question of overdue amount does not arise.
e. According to the information and explanations given to us, the
Company has received advances from a subsidiary company against sale of
assets. Amount of advance outstanding at the end of the year was Rs.
16,13,93,978 and the maximum amount outstanding at any time during the
year was Rs. 33,56,04,900.
f. In our opinion and according to the information and explanations
given to us, the rates of interest and other terms and conditions are
not prima facie prejudicial to the interest of the Company.
g. As the aforesaid advance taken by the Company is repayable on
demand, the question of overdue amount does not arise.
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
purchases of fixed assets and sale of services. The activities of the
Company do not involve purchase of inventory and the sale of goods. We
have not noted any continuing failure to correct major weakness in the
internal control system during the course of the audit.
5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a. In our opinion and according to the information and representations
given to us, the transactions made in pursuance of contracts or
arrangements that needed to be entered in the register maintained under
section 301 of the Companies Act 1956 have been so entered.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance to contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act 1956 exceeding the value of rupees five lacs in
respect of each party during the year have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
7. The Company did not have an internal audit system during the year.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenances of cost records
under clause (d) of sub-section (1) of Section 209 of the Companies
Act, 1956 in respect of services carried out by the Company.
9. a. According to the information and explanations given to us, and
on the basis of our examination of the books of account, the
Company has generally been regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, Cess wherever applicable and any other material
statutory dues applicable to it with the appropriate authorities except
in a few cases where there have been delays. According to the
information given to us, no undisputed amounts in respect of aforesaid
dues, except TDS amounts of Rs. 16,41,105, were outstanding as at 31st
March, 2013 for a period of more than six months from the date they
became payable.
b. According to the information and explanations given to us, the
disputed statutory dues have not been deposited on account of matters
pending before appropriate authorities as under: -
Name of dues Amount Period to which the Forum where dispute is
amount relates pending
Sales Tax 17,99,088 1996-97
51,33,109 1997-98
54,58,212 1998-99
1,53,71,120 1999-2000 Chennai
1,71,17,882 2000-01 High Court
73,01,689 2001-02
93,02,847 2002-03
TOTAL 6,14,83,947
10. The Company has no accumulated losses and has not incurred cash
losses during the financial year covered by our audit or in the
immediately preceding financial year
11. According to the information and explanations given to us, the
Company has defaulted in repayment of dues to financial institutions
and banks during the last quarter of the year and aggregate amount of
such dues which have not been paid which and are outstanding as on
31.3.2013 is Rs. 8,90,74,678, out of which, Rs. 5,36,66,148 has since
been paid.
12. According to the information and explanations given to us, the
Company has not granted loans and advance on the basis of security by
way of pledge of shares, debentures and other securities
13. The Company is not a chit fund, nidhi, mutual benefit fund or a
society. Accordingly, clause 4(xiii) of the Companies (Auditor''s
Report) Order, 2003 is not applicable
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, clause 4(xiv) of the Companies
(Auditor''s Report) Order, 2003 is not applicable
15. According to the information and explanations given to us, the
Company has given corporate guarantees against the loans taken by its
subsidiary companies from banks aggregating to Rs. 43.25 crores. In our
opinion, the terms and conditions on which aforesaid corporate
guarantees are given are not, prima facie, prejudicial to the interest
of the Company
16. According to the information and explanations given to us, the
term loans availed by the Company have been applied during the year for
the purposes for which they were raised
17. According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the Company, funds
raised on short term basis (excluding current maturities of long term
dues) have, prima facie, not been used during the year for long term
investments.
18. The Company has not made any preferential allotment of share to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956
19. The Company has not issued any debentures during the year.
20. The Company has not raised any money by public issue during the
year.
21. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For M M Chaturvedi & Co.
Chartered Accountants
Firm''s Registration No: 112941W
M.M.Chaturvedi
Partner
Membership No: 31118
Mumbai
Date: May 30, 2013
Mar 31, 2011
1. We have audited the attached Balance Sheet of ABG Infralogistics
Limited ("the Company") as at 31st March, 2011, the Profit and 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.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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 principle used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report as follows:
(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 bylaw have been
kept by the Company, so far as it appears from our examination of those
books;
(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956;
(e) On the basis of written representations received from the directors
and taken on record by the Board of Directors, we report that none of
the directors is disqualified as at 31s' March, 2011 from being
appointed as a director in terms of Section 274(l)(g) of the Companies
Act, 1956;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read 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 the Balance Sheet, of the state of affairs of the
Company as at 31s1 March, 2011;
(ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO AUDITORS' REPORT
(The Annexure referred to in paragraph 3 of the Auditors' Report of
even date to the members of ABG Infralogistics Limited on the accounts
for the year ended 31st March, 2011)
1. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b. According to the information and explanations given to us, a major
portion of the fixed assets has been physically verified by the
management during the year, which in our opinion is reasonable, having
regard to the size of the Company and nature of its assets. According
to the information given to us, no material discrepancy has been
noticed on such verification as compared to records.
c. In our opinion, the Company has not disposed off any substantial
part of its fixed assets during the year so as to affect its going
concern status.
2. According to the information and explanations given to us, the
Company's nature of operations does not require it to hold inventories
and accordingly, clause 4(ii) of the Companies (Auditor's Report)
Order, 2003 is not applicable.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956:
a. According to the information and explanations given to us, the
Company has not given any new loan to any of the aforesaid parties.
Aggregate loans outstanding from two subsidiary companies at the end of
the year amount to Rs. 393.81 lacs which is also the maximum amount
outstanding at any time during the year from the said companies.
b. In our opinion and according to the information and explanations
given to us, the rates of interest and other terms and conditions are
not prima facie prejudicial to the interest of the Company.
c. According to the information and explanations given to us, the
aforesaid loans are repayable on demand.
d. As the aforesaid loans given by the Company are repayable on
demand, the question of overdue amount does not arise.
e. According to the information and explanations given to us, the
Company had taken advance against sale of assets from a subsidiary
company during preceding year. Amount of advance outstanding to the
said subsidiary company at the end of the year amounts to Rs. 494.37
lacs and the maximum amount outstanding payable to the said company at
any time during the year is Rs. 1,112.19 lacs.
f. In our opinion and according to the information and explanations
given to us, the rates of interest and other terms and conditions are
not prima facie prejudicial to the interest of the Company.
g. As the aforesaid advance taken by the Company is repayable on
demand, the question of overdue amount does not arise.
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
purchases of fixed assets and sale of services. The activities of the
Company do not involve purchase of inventory and the sale of goods. We
have not noted any continuing failure to correct major weakness in the
internal control system during the course of the audit.
5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a. In our opinion and according to the information and representations
given to us, the transactions made in pursuance of contracts or
arrangements that needed to be entered in the register maintained under
section 301 of the Companies Act 1956 have been so entered.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance to contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 exceeding the value of rupees five lacs in
respect of each party during the year have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
7. The Company does not have a formal internal audit system. However,
according to the information and explanations given to us, operating
control systems are commensurate with the size of the Company and
nature of its business.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenances of cost records
under clause (d) of sub-section (1) of Section 209 of the Companies
Act, 1956 in respect of services carried out by the Company.
9. a. According to the information and explanations given to us, and
on the basis of our examination of the books of account, the Company
has generally been regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, Cess wherever applicable and any other material
statutory dues applicable to it with the appropriate authorities except
in a few cases where there have been delays. According to the
information given to us, no undisputed amounts in respect of aforesaid
dues were outstanding as at 31st March, 2011 for a period of more than
six months from the date they became payable.
b. According to the information and explanations given to us, the
disputed statutory dues have not been deposited on account of matters
pending before appropriate authorities as under: -
Nature of Amount Period to Form where dispute
dues (Rs.) which the is pending
Sales Tax 17,99,088/- 1996-97 Chennai
51,33,109/- 1997-98 High Court
54,58,212/- 1998-99
1,53,71,120/- 1999-2000
1,71,17,882/- 2000-01
73,01,689/- 2001-02
93,02,847/- 2002-03
TOTAL 6,14,83,947/-
10. The Company has no accumulated losses and has not incurred cash
losses during the financial year covered by our audit or in the
immediately preceding financial year,
11. According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to financial
institutions or banks.
12. According to the information and explanations given to us, the
Company has not granted loans and advance on the basis of security by
way of pledge of shares, debentures and other securities.
13. The Company is not a chit fund, nidhi, mutual benefit fund or a
society. Accordingly, clause 4(xiii) of the Companies (Auditor's
Report) Order, 2003 is not applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, clause 4(xiv) of the Companies
(Auditor's Report) Order, 2003 is not applicable.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
16. According to the information and explanations given to us, the
term loans availed by the Company have been applied during the year for
the purposes for which they were raised.
17. According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the Company, funds
raised on short term basis have, prima facie, not been used during the
year for long term investments.
18. The Company has not made any preferential allotment of share to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956.
19. The Company has not issued any debentures during the year.
20. The Company has not raised any money by public issue during the
year.
21. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For M. M. Chaturvedi & Co.
Chartered Accountants
(Registration No. 112941W)
M. M. Chaturvedi
Partner
Membership No.: 31118
Place: Mumbai,
Dated: 30th May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of ABG Infralogistics
Limited ("the Company") as at 31st March, 2010, the Profit and Loss
Account and Cash Flow Statement of the Company for the year ended on
that date, both annexed thereto. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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 principle used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (AuditorÃs Report) Order, 2003, issued
by the Central Government of India in terms of Sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure, a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report as follows:
(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 it appears from our examination of
those books;
(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in Sub-section (3C) of Section 211 of
the Companies Act, 1956;
(e) On the basis of written representations received from the directors
and taken on record by the Board of Directors, we report that none of
the directors is disqualified as at 31st March, 2010 from being
appointed as a director in terms of Section 274(1)(g) of the Companies
Act, 1956;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read 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 the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010;
(ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO AUDITORS REPORT
(The Annexure referred to in paragraph 3 of the Auditorsà Report of
even date to the members of ABG Infralogistics Limited on the accounts
for the year ended 31st March, 2010)
1 In respect of its fixed assets
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets except
furniture and fixtures and office equipments for which records are
explained to be under preparation.
b. According to the information and explanations given to us, a major
portion of the fixed assets has been physically verified by the
management during the year, which in our opinion is reasonable, having
regard to the size of the Company and nature of its assets. According
to the information given to us, no material discrepancy has been
noticed on such verification as compared to records, where available.
c. In our opinion, the Company has not disposed off any substantial
part of its fixed assets during the year so as to affect its going
concern status.
2. According to the information and explanations given to us, the
Companys nature of operations does not require it to hold inventories
and accordingly, clause 4(ii) of the Companies (Auditors Report)
Order, 2003 is not applicable.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956:
a. According to the information and explanations given to us, the
Company has not given any new loan to any of the aforesaid parties.
Aggregate loans outstanding from two subsidiary companies at the end of
the year amount to Rs. 393.81 lacs and the maximum amount outstanding
from the said companies at any time during the year is Rs.725.09 lacs.
b. In our opinion and according to the information and explanations
given to us, the rates of interest and other terms and conditions are
not prima facie prejudicial to the interest of the Company.
c. According to the information and explanations given to us, the
aforesaid loans are repayable on demand.
d. As the aforesaid loans given by the Company are repayable on
demand, the question of overdue amount does not arise.
e. According to the information and explanations given to us, the
Company has taken loans from a subsidiary company during the year
amounting to Rs.2053 lacs. Aggregate loans outstanding to the said
subsidiary company at the end of the year amount to Rs. 1,112 lacs and
the maximum amount outstanding payable to the said company at any time
during the year is Rs. 6,030 lacs.
f. In our opinion and according to the information and explanations
given to us, the rates of interest and other terms and conditions are
not prima facie prejudicial to the interest of the Company.
g. As the aforesaid loans given by the Company are repayable on
demand, the question of overdue amount does not arise.
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
purchases of fixed assets and sale of services. The activities of the
Company do not involve purchase of inventory and the sale of goods. We
have not noted any continuing failure to correct major weakness in the
internal control system during the course of the audit.
5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a. In our opinion, and according to the information and
representations given to us, the transactions made in pursuance of
contracts or arrangements that needed to be entered in the register
maintained under section 301 of the Companies Act 1956 have been so
entered.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance to contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act 1956 exceeding the value of rupees five lacs in
respect of each party during the year have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
7 . The Company does not have a formal internal audit system. However,
according to the information and explanations given to us, operating
control systems are commensurate with the size of the Company and
nature of its business.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenances of cost records,
under clause (d) of sub-section (1) of Section 209 of the Companies
Act, 1956 in respect of services carried out by the Company.
9. a. According to the information and explanations given to us, and
on the basis of our examination of the books of account, the Company
has generally been regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, Cess wherever applicable and any other material
statutory dues applicable to it with the appropriate authorities except
in a few cases where there have been slight delays. According to the
information given to us, no undisputed amounts in respect of aforesaid
dues were outstanding as at 31st March, 2010 for a period of more than
six months from the date they became payable.
b. According to the information and explanations given to us, the
disputed statutory dues have not been deposited on account of matters
pending before appropriate authorities as under :-
Nature of dues Amount Period to which the Forum where
Rs. amount relates dispute is pending
1,799,088 1996-1997
5,133,109 1997-1998
5,458,212 1998-1999 Chennai
Sales Tax 15,371,120 1999-2000 High Court
17,117,882 2000-2001
7,301,689 2001-2002
9,302,847 2002-2003
TOTAL 61,483,947
10. Company has no accumulated losses and has not incurred cash losses
during the financial year covered by our audit or in the immediately
preceding financial year.
11. According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to financial
institutions or banks.
12. According to the information and explanations given to us, the
Company has not granted loans and advance on the basis of security by
way of pledge of shares, debentures and other securities.
13. The Company is not a chit fund, nidhi, mutual benefit fund or a
society. Accordingly, clause 4(xiii) of the Companies (AuditorÃs
Report) Order, 2003 is not applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, clause 4(xiv) of the Companies
(AuditorÃs Report) Order, 2003 order is not applicable.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
16. According to the information and explanations given to us, the
term loans availed by the Company have been applied during the year for
the purposes for which they were raised.
17. According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the Company, funds
raised on short term basis have, prima facie, not been used during the
year for long term investments.
18. The Company has not made any preferential allotment of share to
parties and companies covered in the register maintained under section
301 of the Companies Act 1956.
19. The Company has not issued any debentures during the year.
20. The Company has not raised any money by public issue during the
year.
21. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For M. M. Chaturvedi & Co.
Chartered Accountants
(Registration No. 112941W)
M. M. Chaturvedi
Partner
Membership No. : 31118
Mumbai, 29th May, 2010