Mar 31, 2015
We have audited the accompanying standalone financial statements of
Sudal Industries Limited ("the Company"), which comprise the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss, the
Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
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.
Auditor's 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 controls system over financial reporting and the operating
effectiveness of such controls. 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.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, 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 Matter
Inventory of "Stores & Spares" includes specialized Dies of Rs,
26,99,10,000 as at 31st March, 2015 (Previous year Rs, 13,73,07,358).
The Valuation of these dies is based on a report of the Registered
Government Value and Chartered Engineer considering its residual useful
life, and relied upon by us, being a technical matter.
Our opinion is not qualified in respect of aforesaid matter.
Report on Other Legal and Regulatory Requirements
(i) As required by the Companies (Auditor's Report) Order, 2015 issued
by the Central Government of India in terms of Section 143 (11) of the
Companies Act, 2013 (hereinafter referred to as "the Act"), we enclose
in the Annexure a statement on the matters specified in paragraphs 3
and 4 of the said Order.
(ii) 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) 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.
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
(i) The Company does not have any pending litigation which would impact
its financial position ;
(ii) The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
(iii) There has been no delay in transferring amounts, required to be
transferred, to the investor Education and Protection Fund by the
Company.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All the fixed assets have been physically verified by the
management in a phased periodical manner which is reasonable
considering the size and nature of its business. No material
discrepancies were noticed on such verification.
(ii) (a) The inventory has been physically verified by the management
at reasonable intervals during the year. Inventory lying with third
parties and in-transit have been verified by the management with
reference to the confirmations received from them and/or subsequent
receipt of goods.
(b) The procedures for 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) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
book records were not material considering the operations of the
Company and have been properly dealt with in the books of accounts.
(iii) During the year, the Company has not granted any loans, secured
or unsecured, to companies, firms or other parties covered in the
register maintained under Section 189 of the Act.
(iv) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
of fixed assets are of special nature and suitable alternative source
may not always exist for obtaining comparable quotations, the internal
control system needs to be strengthened in relation to Internal Audit
with regard to the purchase of inventory and fixed assets and for the
sale of goods. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the Company in respect of these areas.
(v) No deposits within the meaning of directives issued by the Reserve
Bank of India and Sections 73 to 76 or any other provisions of the
Companies Act, 2013 and rules framed there under have been accepted by
the Company.
(vi) On the basis of records produced, we are of the opinion that,
prima facie, the cost records and accounts prescribed by the Central
Government under section 148(1) of the Act have been maintained. We
are, however, not required to make a detailed examination of the
records with a view to determine whether they are accurate or complete.
(vii) (a) The Company is generally regular in depositing undisputed
statutory dues, including Provident Fund, employee's state insurance,
income tax, sales tax, wealth tax, sales tax, service tax, Duty of
customs, Duty of excise, value added tax, Cess and other material
statutory dues applicable to the Company with the appropriate
authorities during the year. There were no undisputed amount payable on
account of the above dues, outstanding as on March 31, 2015 for a
period of more than six months from the date they became payable except
the following:
Nature of Due Amount in Rs,
Local Body Tax (LBT) 8,18,975 Since Paid
(b) According to information and explanations given to us, there are no
dues of income tax, sales tax, wealth tax, service tax, Duty of customs
or Duty of Excise or value added tax or Cess, during the year which
have not been deposited on account of any disputes.
(c) There are no amounts required to be to be transferred, to the
investor Education and Protection Fund by the Company in accordance
with the relevant provisions of the Companies Act, 1956 and rules made
there under.
(viii) The Company has accumulated losses at the end of the financial
year. The Company has incurred cash losses during the financial year
but not in the immediately preceding financial year.
(ix) In our opinion and according to the information and explanations
given to us, the Company has defaulted in repayment of dues to banks as
per details given below:
(a) There has been a continuing default as on the Balance Sheet date
from September 2014 till March 2015 of loans and interest as under :
(Amount in Rs,)
Particulars Principal Interest
Term Loan 96,25,000 21,86,144
Working Capital
Term Loan - 1,15,80,349
Total 96,25,000 1,37,66,493
As explained, the Restructuring of the loans is under consideration.
(b) During the year, the Company has defaulted in payment of Purchase
Receivable Finance Scheme amounting to Rs, 9,22,10,133. The same has
been regularized by the financial institution by converting it into
Working Capital Term Loan.
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks and financial institutions.
(xi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing standards in India and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For LODHA & CO.
Chartered Accountants
ICAI Firm Registration Number :301051E
R.P. Baradiya
Mumbai Partner
26th May, 2015 Membership No. 44101
Mar 31, 2014
We have audited the accompanying financial statements of Sudal
Industries Limited (''the Company'') which comprise the Balance Sheet as
at 31st March, 2014, Statement of Profit and Loss and the Cash Flow
Statement of the Company for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards notified under 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 control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
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 the
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and 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 control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion. Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;
(b) in the case of Statement of Profit and Loss, of the profit of the
Company for the year then ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the
Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) in our opinion, the Balance Sheet, 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; and
e) on the basis of written representations received from the directors
as on 31st March, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2014, from
being appointed as a director in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.
Annexure to the Independent Auditors''Report
ANNEXURE REFERRED TO IN PARAGRAPH "REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS" OF OUR REPORT TO THE MEMBERS OF SUDAL INDUSTRIES LIMITED
(THE COMPANY'') FOR THE YEAR ENDED 31st MARCH, 2014.
On the basis of such checks as we considered appropriate and according
to the information and explanations given to us during the course of
audit, we state that:
(i) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets. As
explained to us, all the fixed assets have been physically verified by
the management in a phased periodical manner, which in our opinion is
reasonable considering the size of the Company and nature of its fixed
assets. No material discrepancies were noticed on such physical
verification. No substantial part of fixed assets was disposed off
during the year.
(ii) a) The inventory has been physically verified by the management at
reasonable intervals during the year. Inventory lying with third
parties and in-transit is being verified by the management with
reference to confirmations or statements of account or subsequent
receipt of goods.
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 nature of its business.
c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification of inventory between the physical
stock and book records were not material and have been properly dealt
with in the books of account.
(iii) As informed, the Company has not granted/taken any loans, secured
or unsecured to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Act.
(iv) In our opinion and explanations given to us, and having regard to
the fact that some of the items purchased are of special nature and in
respect of which suitable alternative sources do not exist for
obtaining comparable quotations, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business for the purchase of inventories and fixed assets and for the
sale of goods. During the course of our audit, no major weaknesses have
been noticed in the internal control system.
(v) To the best of our knowledge and belief and according to the
information and explanations given to us, there were no contracts or
arrangements that needed to be entered in the Register maintained under
Section 301 of the Act. Accordingly, the provisions of clause 4(v) (b)
of the order are not applicable to the company.
(vi) The Company has not accepted any deposits within the meaning of
Section 58A, 58AA or any other relevant provisions of the Act and Rules
framed there under.
(vii) The Company has an internal audit system commensurate with the
size of the Company and nature of its business.
(viii) We have broadly reviewed the cost records maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209(1) (d) of the Act and are
of the opinion that, prima facie, the prescribed records have been made
and maintained. However, we are not required to make a detailed
examination of the records with a view to determine whether they are
accurate or complete.
(ix) a) According to the information and explanations given to us and
according to the books and records as produced and examined by us, the
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues as applicable have generally been regularly
deposited by the Company during the year with the appropriate
authorities and there were no arrears as at 31st March, 2014 for a
period of more than six months from the date they became payable.
b) According to the records of the Company and the information and
explanations given to us by the management, there are no dues of Sales
tax/ Income tax/ Excise duty/ Wealth tax/ Custom duty/ Cess which have
not been deposited on account of disputes.
(x) The Company does not have accumulated losses as at 31st March, 2014
and has not incurred a cash loss during the financial year ended on
that date. The Company had not incurred cash loss in the immediate
preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks.
(xii) In our opinion and 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.
(xiii) In our opinion, the Company is not a chit fund or a nidhi
/mutual benefit fund/ society. Therefore, clause 4(xiii) of the
Companies (Auditor''s Report) Order 2003 is not applicable to the
Company.
(xiv) In our opinion, during the year, the Company is not a dealer or
trader in shares, securities, debentures and other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) According to the information and explanations given to us, the
term loans were applied for the purposes for which the loans were
obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet and cash flow statement of
the Company, in our opinion, the funds raised on short-term basis have,
prima facie, not been used for long-term investment.
(xviii) During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act.
(xix) The Company has not issued any debentures during the year or in
the recent past.
(xx) The Company has not raised any money by way of public issue during
the year or in the recent past.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practice in India and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For LODHA & CO.
Chartered Accountants
ICAI Firm Registration Number :301051E
R.P. Baradiya
Mumbai Partner
30th May, 2014 Membership No. 44101
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Sudal
Industries Limited ["the Company"], 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,
financial performance and cash flows of the Company in accordance with
accounting principles generally accepted in India, including 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 control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors'' judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation 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 said financial statements read together
with ''Significant Accounting Policies and the accompanying notes to
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 Statement of Profit and Loss, of the profit for the
year ended on that date; and
[c] in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies [auditors'' 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 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 appears from our examination of those
books;
[c] The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
[d] In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in subsection [3C] of section 211 of the Act.
[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 REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER
LEGAL AND REGULATORY
REQUIREMENT" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SUDAL
INDUSTRIES LIMITED
On the basis of such checks as we considered appropriate and according
to the information and explanations given to us during the course of
audit, we state that :
1. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets. As
explained to us, all the fixed assets have been physically verified by
the management in a phased periodical manner, which in our opinion is
reasonable considering the size of the Company and nature of its fixed
assets. No material discrepancies were noticed on such physical
verification. No substantial part of fixed assets was disposed off
during the year.
2. a] The inventory has been physically verified by the management at
reasonable intervals during the year. Inventory lying with third
parties and in-transit is being verified by the management with
reference to confirmations or statements of account or subsequent
receipt of goods.
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 nature of its business.
c] The Company is maintaining proper records of inventory. The
discrepancies noticed on verification of inventory between the physical
stock and book records were not material and have been properly dealt
within the books of account.
3. As informed, the Company has not granted/taken any loans, secured
or unsecured to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Act.
4. In our opinion and explanations given to us, and having regard to
the fact that some of the items purchased are of special nature and in
respect of which suitable alternative sources do not exist for
obtaining comparable quotations, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business for the purchase of inventories and fixed assets and for the
sale of goods. During the course of our audit, no major weaknesses have
been noticed in the internal control system.
5. According to the information and explanations provided by the
management, we are of the opinion that there are no contracts or
arrangements that need to be entered into the register required to be
maintained under Section 301 of the Act.
6. The Company has not accepted any deposits within the meaning of
Section 58A, 58AA or any other relevant provisions of the Act and Rules
framed there under
7. The Company has an internal audit system commensurate with the size
of the Company and nature of its business.
8. We have broadly reviewed the cost records maintained by the Company
pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209[1] [d] of the Act and are
of the opinion that, prima facie, the prescribed records have been made
and maintained. However, we are not required to make a detailed
examination of the records with a view to determine whether they are
accurate or complete.
9. a] According to the information and explanations given to us and
according to the books and records as produced and examined by us, the
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues as applicable have generally been regularly
deposited by the Company during the year with the appropriate
authorities and there were no arrears as at 31st March, 2013 for a
period of more than six months from the date they became payable.
b] According to the records of the Company and the information and
explanations given to us by the management, there are no dues of Sales
tax/ Income tax/ Excise duty/ Wealth tax/ Custom duty/ Cess which have
not been deposited on account of disputes.
10. The Company does not have accumulated losses as at 31st March,
2013 and has not incurred a cash loss during the financial year ended
on that date. The Company had not incurred cash loss in the immediate
preceding financial year.
11. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks.
12. In our opinion and 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, the Company is not a chit fund or a nidhi /mutual
benefit fund/ society. Therefore, clause 4[xiii] of the Companies
[Auditors'' Report] Order 2003 is not applicable to the Company.
14. In our opinion, during the year, the Company is not a dealer or
trader in shares, securities, debentures and other investments.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
16. According to the information and explanations given to us, the
term loans were applied for the purposes for which the loans were
obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet and cash flow statement of
the Company, in our opinion, the funds raised on short-term basis have,
prima facie, not been used for long-term investment.
18. During the year, the Company had made preferential allotment of
15,50,000 Optionally Fully Convertible ["OFC"] Warrants to Managing
Director and his relative, both the parties covered under register
maintained under section 301 of the Act. Out of which, the Company had
converted 6,90,000 OFC warrants into 6,90,000 equity shares of '' 10
each at a premium of '' 9.00 each. The aforesaid price was higher than
the minimum price computed under the SEBI guidelines and accordingly,
the price at which shares had been issued is not prejudicial to the
interest of the Company.
19. The Company has not issued any debentures during the year or in
the recent past.
20. The Company has not raised any money by way of public issue during
the year or in the recent past.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practice in India and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For LODHA & CO.
Chartered Accountants
ICAI Firm Registration Number :301051E
A. M. Hariharan
Place : Mumbai Partner
Date : May 30, 2013 Membership No. 038323
Mar 31, 2012
We have audited the attached Balance Sheet of SUDAL INDUSTRIES LIMITED
as at March 31, 2012, the Statement of Profit & Loss and also the Cash
Flow Statement of the Company for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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.
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 [hereinafter referred to as the 'Act'],
we enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to in paragraph [3]
above, we report that :
[a] We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
[b] In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
[c] The Balance Sheet, the Statement of Profit & Loss and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
[d] In our opinion, the Balance Sheet, the Statement of Profit & Loss
and the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in Section 211[3C] of the Act, to the
extent applicable;
[e] On the basis of written representations received from the
Directors, as on March 31, 2012 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
March 31, 2012 from being appointed as a Director in terms of Section
274 [1][g] of the Act;
[f] In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with Significant Accounting Policies and accompanying notes
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
accepted in India :
i. i n the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
ii. in the case of the Statement of Profit & Loss, 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 referred in paragraph 3 of our report of even date to the
members of SUDAL INDUSTRIES LIMITED on the Financial Statements as at
and for the year ended March 31, 2012.
On the basis of such checks as we considered appropriate and according
to the information and explanations given to us during the course of
our audit, we state that :
1. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets. As
explained to us, all the fixed assets have been physically verified by
the management in a phased periodical manner, which in our opinion is
reasonable considering the size of the Company and nature of its fixed
assets. No material discrepancies were noticed on such physical
verification. No substantial part of fixed assets was disposed off
during the year.
2. [a] The inventory has been physically verified by the management at
reasonable intervals during the year. Inventory lying with third
parties and in-transit is being verified by the management with
reference to confirmations or statements of account or subsequent
receipt of goods.
[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 nature of its business.
[c] The Company is maintaining proper records of inventory. The
discrepancies noticed on verification of inventory between the physical
stock and book records were not material and have been properly dealt
with in the books of account.
3. As informed, the Company has not granted/taken any loans, secured
or unsecured to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Act.
4. I n our opinion and explanations given to us, and having regard to
the fact that some of the items purchased are of special nature and in
respect of which suitable alternative sources do not exist for
obtaining comparable quotations, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business for the purchase of inventories and fixed assets and for the
sale of goods. During the course of our audit, no major weaknesses have
been noticed in the internal control system.
5. According to the information and explanations provided by the
management, we are of the opinion that there are no contracts or
arrangements that need to be entered into the register required to be
maintained under Section 301 of the Act.
6. The Company has not accepted any deposits within the meaning of
Section 58A, 58AA or any other relevant provisions of the Act and Rules
framed there under.
7. The Company has an internal audit system commensurate with the size
of the Company and nature of its business.
8. We have broadly reviewed the cost records maintained by the Company
pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209[1] [d] of the Act and are
of the opinion that, prima facie, the prescribed records have been made
and maintained. However, we are not required to make a detailed
examination of the records with a view to determine whether they are
accurate or complete.
9. [a] According to the information and explanations given to us and
according to the books and records as produced and examined by us,
the undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees' State Insurance, Income
Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty,
Cess and other material statutory dues as applicable have generally
been regularly deposited by the Company during the year with the
appropriate authorities and there were no arrears as at March
31, 2012 for a period of more than six months from the date they
became payable.
[b] According to the records of the Company and the information and
explanations given to us by the management, there are no dues of Sales
tax/Income tax/Excise duty/Wealth tax/Custom duty/Cess which have not
been deposited on account of disputes.
10. The Company does not have accumulated losses as at 31st March,
2012 and has not incurred a cash loss during the financial year ended
on that date. The Company had not incurred cash loss in the immediate
preceding financial year.
11. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks.
12. In our opinion and according to the information and explanations
given to us, 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, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Therefore, clause 4[xiii] of the Companies
[Auditor's Report] Order 2003 is not applicable to the Company.
14. In our opinion, during the year, the Company is not a dealer or
trader in shares, securities, debentures and other investments.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
16. According to the information and explanations given to us, the
term loans were applied for the purposes for which the loans were
obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet and cash flow statement of
the Company, in our opinion, the funds raised on short-term basis have,
prima facie, not been used for long-term investment.
18. The Company has made preferential allotment of 12,00,000
Optionally Fully Convertible ["OFC"] Warrants to one of the promoters.
Out of which, the Company has converted 12,00,000 OFC warrants into
12,00,000 equity shares of Rs. 10 each at a premium of Rs. 13.25 each
[conversion during the year of 3,50,000 OFC warrants into 3,50,000
equity shares]. Considering the price norms prescribed by SEBI have
been followed, in our opinion price at which shares have been issued is
not prejudicial to the interest of the Company.
19. The Company has not issued any debentures during the year or in
the recent past.
20. The Company has not raised any money by way of public issue during
the year or in the recent past.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practice in India and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For LODHA & CO.
Chartered Accountants
Firm Registration No. 301051E
A. M. Hariharan
Place : Mumbai Partner
Date : May 31, 2012 Membership No. 038323
Mar 31, 2010
We have audited the atached Balance Sheet of SUDAL INDUSTRIES LIMITED
as at 31st March, 2010, the Proft and Loss Account and also the Cash
Flow Statement for the year ended on that date annexed thereto. These
fnancial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these fnancial
statements based on our audit.
We conducted our audit in accordance with the auditng standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
fnancial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the fnancial statements. An audit also includes
assessing the accounting principles used and signifcant 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.
As required by the Companies (Auditors Report) Order, 2003 as amended
by the Companies (Auditors Report) (Amendment) Order 2004, (together
the ÃOrder) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 (the "Act)
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 enclose in the Annexure a statement on the
maters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report
that:
i. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. in our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
iii. the Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv. in our opinion, the Balance Sheet, Profit and Loss Account and 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 to
the extent applicable;
v. on the basis of written representations received from the directors
as on 31st March, 2010 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2010 from being appointed as a director in terms of clause (g) of
sub-section (1) of secton 274 of the Act;
vi. in our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
other notes in Schedule 21 & 22 and those appearing elsewhere in the
accounts, give the information required by the Act, in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India;
a. in the case of the balance sheet, of the state of affairs of the
Company as at 31st March, 2010;
b. in the case of the profit and loss account, of the profit for the
year ended on that date; and
c. in the case of the Cash Flow Statement, of the cash fows for the
year ended on that date.
ANNEXURE TO THE AUDITORS REPORT
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2010 of SUDAL
INDUSTRIES LIMITED
On the basis of such checks as we considered appropriate and according
to the informaton and explanations given to us during the course of our
audit, we state that ::
1. The Company has maintained proper records showing full partculars
including quanttatve details and situaton of fixed assets. The fixed
assets have been physically verified by the management at the year end
which is considered reasonable having regard to the size of the Company
and the nature of its assets and no material discrepancies were noticed
on such verificaton.
2. (a) The stocks of finished goods, stores, spare parts and raw
materials have been physically verified by the management
at regular intervals. Stocks in the possession and custody of third
partes as on 31st March, 2010 have been verified by the management with
reference to confirmation or statement of account or correspondence
with the third partes or subsequent receipt of goods.
(b) In our opinion, the procedures of physical verifcation of stocks
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
(c) The Company is maintaining proper records of inventories and
discrepancies noticed on physical verification of stocks as compared to
book records were not material considering the operations of the
Company and have been properly dealt with in the books of account.
3. The Company has not granted/taken any loans, secured or unsecured,
to/from companies, firms or other partes covered in the register
maintained under section 301 of the Act.
4. In our opinion and according to the information and explanations
given to us, having regard to the explanation that some of the items
purchased and sold are of special nature and suitable alternative
sources do not exist for obtaining comparable quotations, there are
adequate internal control systems 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 and services. During the
course of our audit, no major weakness has been noticed in the internal
control system.
5. (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts and
arrangements referred to in Section 301 of the Act have been entered in
the register required to be maintained under that section.
(b) In our opinion and according to the information and explanations
given to us, the transactons made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Act and aggregating during the year to Rs. 5,00,000 or more in
respect of each party, have been made at the prices which are
reasonable having regard to prevailing market prices at the relevant
time.
6. The Company has not accepted any fixed deposits from the public
within the meaning of Section 58A and 58AA or any other relevant
provisions of the Act and the rules framed thereunder.
7. The Company has an adequate internal audit system commensurate with
the size of the Company and the nature of its business.
8. We have broadly reviewed the cost records maintained by the
Company, pursuant to the Order of the Central Government under Section
209(1)(d) of the Act and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. We are,
however, not required to make a detailed examination of such records
with a view to determine whether they are accurate or complete.
9. (a) According to the records examined by us, the Company is
generally regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Wealth Tax, Custom
Duty, Excise Duty, Service Tax, Cess and other material statutory dues
applicable to the Company with the appropriate authorities. No
undisputed amounts payable in respect of the aforesaid statutory dues
were outstanding as at 31.03.2010 for a period more than six months
from the date they became payable.
(b) According to the information and explanations given to us and
records of the Company examined by us and read together with where is
stated in note no. 2 of Schedule Ã22 regarding excise duty demand,
there are no dues in respect of Provident Fund, Sales Tax, Income Tax,
Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have
not been deposited on account of any dispute.
10. The Company has no accumulated losses at the end of the fnancial
year and it has not incurred cash losses in the current year and
immediately preceding fnancial year.
11. During the year, the Company has not defaulted in repayment of
dues to the banks.
12. According to the information and explanations give to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. As the Company is not a nidhi/mutual benefit fund/society, the
provisions of clause 4(xiii) of the Order is not applicable to the
Company.
14. As the Company is not dealing or trading in shares, securities,
debentures and other investments, the provision of clause 4(xiv) of the
Order is not applicable to the Company.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or fnancial insttutions.
16. According to the information and explanations given to us, the
term loans were applied for the purposes for which the loans were
obtained during the year.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that the funds raised on short term basis have not been
used for long term investment.
18. The Company has made preferential allotment of 12,00,000 Optonally
Fully Convertible Warrants to promoter. Out of which, the Company has
converted 4,00,000 Optionally Fully Convertible Warrants into Equity
shares (Rs. 10/- per share and Rs. 13.25 as Premium) and consider
Security Exchange and Board of India price norm have been followed
therefore the price of Equity shares have been issued is not
prejudicial to the interest of the Company.
19. The Company has not issued any debentures.
20. The Company has not raised any money by way of public issue during
the year or in the recent past.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing standards in India and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For LODHA & COMPANY
Chartered Accountants
Firm Registraton No. 301051E
A.M. Hariharan
Place:: Mumbai Partner
Date : : april 29, 2010 Membership No. 038323