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Auditor Report of Syncom Formulation (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial standalone statements of M/s. SYNCOM FORMULATIONS (INDIA) LTD ('the Company') which comprise the Balance Sheet as at 31st March , 2015, the Statement of Profit and Loss and Cash Flow Statements for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act') with respect to 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 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 the internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's I nternal Control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (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 & 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 accounts as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet and Statement of Profit and Loss, dealt with by this Report are in agreement with the books of accounts.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standard 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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 have material impact on 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.

ANNEXURE TO THE AUDITOR'S REPORT

With reference to the Annexure referred to in our report of even date to the members of M/S SYNCOM FORMULATIONS (INDIA) LTD., for the year ended on 31st March, 2015, We report that, in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, the fixed assets have 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. We were informed that no material discrepancies were noticed on such physical verification.

2. a. Inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company has maintained proper records of inventories. The discrepancies noticed on verification between physical stock and book stock were not material having regard to the size of the operations of the company and have been properly dealt with in Books of Accounts.

3. The Company has not granted any loans, secured or unsecured to companies, firm or either parties covered in the register maintained under section 189 of Companies Act. If so, and therefore this clause is not applicable.

4. In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, and the rules framed there under. There have been no proceedings before the company Law Board in this matter nore any order has been passed.

6. The Central Government has prescribed maintenance of Cost Records under Sub- Section(1) of section 148 of the Companies Act, in respect of manufacturing activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. However, we are neither required to carryout nor have carried out any detailed examination of such Accounts and records.

7. a. According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees state Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on the date of Balance sheet for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, the dues in respect of Sales Tax ,Income Tax , Wealth Tax, Service Tax, Custom Duty ,Excise Duty and Cess that have not been deposited with the appropriate authorities on account of disputes as on the date of Balance Sheet and the forum where the disputes are pending are as followings:

Sr. Name of Nature of Forum where Amount Amount no. the the Dues/ dispute is For Net Statute Period to pending which depo- which the dispute sited amount is relates pending (Rs. (Rs. in in la) lacs)

1. Income Tax Income Tax Income Tax 45.30 45.30 Act AY 2006-07 Appellate Tribunal Mumbai

2. Providend Providend High Court 7.55 3.78 Fund Act Fund Indore

3. Income Tax Income Tax Income Tax 7.64 7.64 Act AY 2010-11 Appellate Tribunal Mumbai

4. Income Tax Income Tax Income Tax 20.81 20.81 Act AY 2011-12 Appellate Tribunal Mumbai

5. Commercial Central Sales D.C Appeal 0.32 0.32 Tax Tax F.Y Sales tax 2009-10 Indore

6. Commerical Central D.C. Appeal 0.42 0.42 Tax Sales Tax Sales tax F.Y 2011-12 Indore

7. Commercila Central D.C. Appeal 0.97 0.97 Tax Sales Tax Sales tax F.Y 2011-12 Indore

c. There is no amount required to be transferred to investor education and protection fund accordance with the relevant provisions of the Companies Act,1956 and rules made thereunder.

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

9. According to the information and explanations given to us and based on our observation during the audit, The Company did not have any outstanding debentures.

10. According to the information and explanation given to us, The Company has not given any guarantees for Loans taken by others from Banks or Financial Institutions.

11. The company has not raised any term loans & therefore this clause is not applicable

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

FOR, S.P MOONDRA & CO. CHARTERED ACCOUNTANTS

S.P. MOONDRA PROPRIETOR Place: Indore M.NO. 073747 Date : 30th May, 2015 F.R. NO. 004879C




Mar 31, 2014

We have audited the accompanying financial statements of M/s. SYNCOM FORMULATIONS (INDIA) LTD. which comprise the Balance Sheet as at 31st March ,2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information

Management's Responsibility for the Financial Statements

The Company's 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 and in accordance with the accounting principles generally accepted in India This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 compty 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 the internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's Internal Control

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us. the aforesaid financial 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 the Statement of Profrt and Loss, of the profit of the Company for the year ended on that date, and

c) in the case of the Cash FIow 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 Oder") 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 opinon proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet. Statement of Profit 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. Statement of Profit and Loss, and the Cash flow Statement comply with the Accounting Standards notified under the Act read with the General Circulars 15/2013 dated 13th September.2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act.2013.

e) On the basis of the written representations received from the directors as on 31 st March, 2014 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 Act

ANNEXURE TO THE AUDITOR'S REPORT

With reference to the Annexure referred to in our report of even date to the members of M/S SYNCOM FORMULATIONS (INDIA) LTD., for the year ended on 31 st March. 2014, We report that, in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us. the fixed assets have 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. We were informed that no material discrepancies were noticed on such physical verification

c. There has been no disposal of substantial pari of the Fixed Assets during the year & the going concern status of the company is not affected.

2. a. Inventories have been physically verified by the management at reasonable intervals during the year,

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company has maintained proper records of inventories. The discrepancies noticed on verification between physical stock and book stock were not material having regard to the size of the operations of the company and have been properly dealt with in Books of Accounts.

3. a The Company has not granted any Loan to the Parties covered in the register maintained under section 301 of the Act. Consequently, the requirements of Clause (iii)(a), (iii)(b). (iii)(c) and (iii)(d) of paragraph 4 of the Order are not applicable.

b. The Company has taken Loans from Two parties covered in the register maintained under section 301 of the Act. At the year end Outstanding balances of such loans taken aggregated to Rs. 13.08.200 (Number of Parties -01)and the maximum amount involved during the year was Rs. 1,67.01.000 Further Company has granted Loan to one party covered in the register maintained under Section 301 of the Companies Act. 1956. At the year end Outstanding balances of such loans given aggregated to Rs 6.00.000 (Number of Parties -01) and the maximum amount involved during the year was Rs. 6,00.000. c In our opinion and according to the information and explanations given to us, rate of Interest and other terms and conditions of the aforesaid Unsecured loans taken by the Company are not prima facie prejudicial to the interest of the Company.

d. In respect of Loans taken/granted by the Company, the payment of Principal amount and interest are also regular.

e. In respect of Loans taken/granted by the Company, there were no overdue amount.

4. In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. Dunng the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. Based on the Audit Procedures applied by us and according to the information and explanations given to us. there were no transactions that need to be entered into the register maintained in pursuance of section 301 of the Companies AcL 1956.

6. The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act 1956 and the rules framed there under. Accordingly, there have been no proceedings before the Company Law Board in this matter nor any order has been passed.

7. In our opinion the Company has an internal Audit system commensurate with the Size and nature of business.

8. The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of manufacturing activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. However, we are neither required to carryout nor have carried out any detailed examination of such Accounts and records

9 a. According to the records of the Company, undisputed statutory dues including Provident Fund. Investor Education and Protection Fund. Employees state Insurance. Income Tax, Sales Tax, Wealth Tax, Customs Duty. Excise Duty. Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us. no undisputed amounts payable in respect of the aforesaid dues were outstanding as on the date of Balance sheet for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us. the dues in respect of Sales Tax Income Tax .Wealth Tax. Service Tax, Custom Duty .Excise Duty and Cess that have not been deposited with the appropriate authorities on account of disputes as on the date of Balance Sheet and the forum where the disputes are pending are as followings:

Sr. Name of the Nature of the Forum where no. Statute Dues/Period dispute is to which the pending amount relates

1 Income Tax Act Income Tax income Tax Appellate AY. 2006-07 Tribunal Mumbai

2 Providend Fund Providend High Court indore Act Fund

3. Income Tax Act Income Tax Income Tax Appellate AY 2010-11 Tribunal Mumbai

4 Income Tax Act Income Tax Appellate Comm, AY 2011-12 income Tax

5. Commercial Tax Central Sales D.C Appeal Tax F.Y Salas tax Indore 2009-10

Sr. Name of the Amount for Amount no. Statute which dispute Not Dep is pending -osited (Rs. in lacs) (Rs. in lacs)

1 Income Tax Act 45.30 45.30

2 Providend Fund 7 55 3.78 Act

3. Income Tax Act 7.64 7 64

4 Income Tax Act 2081 20.81

5. Commercial Tax 0.32 0.32

10. The Company does not have accumulated losses at the year end and has not incurred any 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 and based on our observation during the audit, The Company did not have any outstanding debentures.

12. According to the information and explanations given to us. The Company during the year has not granted Loans and Advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a nidhi/mutual benefit fund/ society to which the provisions of special statue relating to chit fund are applicable.

14. The Company is dealing in Share/Securities. Investments are hold in the name of the company & entries have been made in the register

15. According to the information and explanation given to us, The Company has not given any guarantees for Loans taken by others from Banks or Financial Institutions.

16. The company has not raised any term loans & therefore this clause is not applicable

17. According to the information and explanation given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that Prima facie the Company has not utilised the funds raised from short term sources towards Long term investment and vice versa.

18. During the year, the Company has not made any preferential allotment of equity shares to parties & Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The company did not have issued debentures and therefore question of creating of securities does not arise.

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

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

FOR, S.P. MOONDRA & CO. CHARTERED ACCOUNTANTS

SP MOONDRA Place: Indore PROPRIETOR Date : 30th May, 2014 M.NO. 073747






Mar 31, 2013

We have audited ihe accompanying financial statements of the SYNCOH FORMULATIONS (INDIA) LTD. which comprise the Balance Sheei as al 31st March. 2Q13. Ihe Statement of Profil and Loss and Ihe Cash Flow Statement for Ihe year ended, and a summary of Ihe significant accounting policies and otJiej explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for Ihe preparation of tnese financial statements mat give a true and fair view of the financial position, financial performance and cash flows a; the Company in accordance with She AccDLitmc,

Standards referred Id in sub-section (3C) of section 211 of the Companies Act, 19K ("Iris Acf} .This responsibility includes the design, imptementabon and maintenance of internal control relevant to the preparabon and presentation of the financial statements thai give a t-ue and fair view and are- hee from material misstatement, whether due to fraud orerror.

Auditors'' Responsibility

Our responsibility Is to express an opinion on these financial statements based on our audit. We. conducted our audit in accordance witfi the Standard 5 on Auditing issued by the Institute of Chartered Accountants of India, Those ttandards require that we comply with the ethicai 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 Ihe 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 malting Ihosa risx assessments, the auditor considers the internal control elevant to the Company''s preparation and fair presentation of Ihe financial

statements in order to design audit procedures that are appropriate in the circumstances. An audit aiso includes evaluating the appropriateness of accounting policies used and ^reasonableness of Ihe accounting estimates made by the management, as welt as evaluating the overall presentation of Ihe financial statements.

We helievettwt the audit evidence we have obtained is sufficient and appropriate to provides basis forour audit opinion Opinion.

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

a) bi the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2D 13; B) in Ihe case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

c) in Ihe case of the Cash Flow Statement, of the cash flows of ihe Company for Ihe yearended on tjiat date. Report on Other Legal and Regulatory Requirements

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

2. As required by Sermon 227(3) of Ihe Act, we report that

a) We have obtained all the information and explanations which to the best of our knowledge a id belief we re necessary for the purposes of our audit.

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

c) The Balance Sheet Statement of Profit & toss, and She Cash Flow Statement dealt with by this Report are in agreennantwif tithe books of account.

d) In our opinion, the Balance Sheet, Statement of Protit and Loss, and the Cash flow Statement comply with (he Accounting Standards referred to in sub- section (3C} of section 211 of the Act.

e) On the basis of Hie written representations received from the directors as on 31 st March. 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of theAct.

ANNEXURE TO THE AUDTTOfl-S REPORT

With reference to 1he Annexure referred to in our report of even date to ihe members of M/S SYNCOM FORMULATIONS (INDIA) LTD., For Ihe year ended on 31 si March, 2013, We report lhat, in our opinion and to Ihe best of our Information and explanations furnished la us and the books and records s k a - in e J L y js in he noma i CO m se of Audi''

1. a. The Cqmpany has maintained proper records snowing lull particulars

including quantitative details and situation of fixed assets en the basis of available information.

b. As explained to us. the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to Ihe size or Ihe Company and nature of its assets. We were informed lhat no material discrepancies were noticed en such physical verification.

c. There has been no disposal of substantial part of the Fixed Assets during toe year & me going concern stelus of the company is not affected.

2. a. Inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion, the procedures of physical verification of Inventories foflowed by the management are reasonable anrj adequate in relation to toe size dthe company and the nature of its business.

c. The Company has maintained proper records erf inventories. The discrepancies noticed on verification between physical stock and book stock were not material having regard to the size of the operations of the company and have been properly dealt with in Books of Accounts.

3. a. The Company has taken Loans from Four parties covered in the register

maintained under section 301 of Ihe Act. At Ihe year end Outstanding balances of such loans taken aggregated to Rs. 1B,1&,100 (Number of Parties -01) and the maximum amount involved during the year was Rs. 6,70,39,350 Further Company has granted Loan to one party covered in Hie register maintained under Section 301 of Ihe Companies Acl 1956. At the year end Qulslgndsng balances of such loans given aggregated to Rs. 6,00,000 (Number of Parties -01) and the maximum amount involved during the year was Rs. 6,00,000.

b. In our opinion and according to the information and explanations given to us, rate of Interest and other terms and conditions of the aforesaid Unsecured loans taken by the Company are nol prima facie prejudicial bo the interest Df ihe Company.

c. In respect of Loans taken/granted by the Company, toe payment of Principal amount is regular

d. In respect of Loans taken/granted by toe Company, toere were no overdue amount.

A. In our opinion and according to the Information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and atsofortoe sale of goods. During Ihe course of our audit, we have not observed any major weaknesses in internal controls.

5. Based on the Audit Procedures applied by us and according to the information and explanations given to us, there were no transactions lhat need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act. 1956 and the rules framed there under. Accordingly, there have been no proceedings before Hie Company Law Board in this matter nor any order has been passed.

7. in ouropmion the Company has an internal Audit system commensurate with the Size and nature of business.

8. The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act. 1956 in respect of manufacturing activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of Ihe opinion, that prima facie, the prescribed accounts anrj records have been made and maintained. However, we aire neither required to cany out nor

have carried out any detailed examination of such Accounts and records. 9,a. According to Ihe records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees state Insurance. Income Tax, Sales Tax, Wealth Tax, Customs Duly, Excise Duly, Cess and other statutory dues have been generally regutarly deposited with Ihe appropriate authorities.

b. According to the information and explanations given to us. no Undisputed amounts payable in respect of the aforesaid dues were outstanding as on the date of Balance sheet for a period of more toan six months from toe date they become payable.

c. According to the information and explanations given to us, the dues in respect of Sales Tax .Income Tax .Wealth Tax. Service Tax, Custom Duty

it). The Company does not have accumulated losses at the year end and has not incurred any 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 and based on our Observation during the audit, The Company did not have any outstanding debentures.

12. According to the information end explanations given to us, The Company during the year has not granted Loans and Advances on the basis of security by way of pledge of shares. debentures a nd other securities.

13. The Company is not a nidhi/mutual benefit fund/ society to which the provisions of special statue relating to chit fund are applicable.

14. The Company is dealing in Share/Securities. Investments are hold in the name of the company i entries have been made in the register.

16. According to the information and explanation given to us, The Company has not given any guarantees for Loans taken by others Tram Banks or Financial Institutions.

15. The company has not raised any term loans £ therefore this clause Is not applicable

17. According to Ihe information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that Prima facie the Company has not utilised Ihe funds raise from short term sources towards Long term investmentand vice versa.

IS. During Ihe year, Ihe Company has not made any preferential allotment of equity shares to parties & Companies covered in Ihe Register maintained under Section W of the Companies Act, 1956-

19. The company did not have issued debentures and therefore question of creating of Securities does not arise.

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

21. In our opinion and according to Ihe information and explanation given to us, no fraud on crby the company has bee nnoliced Or repOrleri during the year that causest he financial statements to be materially misslated.

By order of the Board of Directors

Place: Indore KEDARMAL BANKOA

Date :08th July, 2013 CHAIRMAN


Mar 31, 2012

We have audited the attached Balance Sheet of M/S. SYNCOM FORMULATIONS (INDIA) LIMITED., INDORE (M.R) as at March 31,2012 and also Profit & Loss Account 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.

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

2. 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.

3. Furtherto our comments in the Annexure referred !o 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 ouraudit;

ii) In our opinion and according to the information and explanations given to us, rate of Interest and other terms and conditions of the aforesaid unsecured loans taken by the Company are not prima facie prejudicial to the interest of the Company.

iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report (amply with the accounting standards referred to in sub-sec;tion (3C) of section 211 of the Companies Act, 1956;

v) On the basis of information arid explanations given to us, we report that none of the directors is disqufiiified as on the date of Balance Sheet from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said account;; read with 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:

(a) In the case of the Balance Sheet, en' the state of affairs of the Company as at31stMarch,2012;and

(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 Cash flow Statement of the Ciish Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

With reference to the Annexure referred to in Daragraph 2 of our report of even date to the members of M/SSYNCOM FORMULATIONS (INDIA) LTD., for the year ended on 31" March, 2012, We report that, in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

1. a. The Company has maintained proper records snowing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, the fixed assets have 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. We were informed that no material discrepancies were noticed on such physical verification.

c. There has been no disposal of substantial part of the Fixed Assets during the year & the going concern status of the company is not affected.

2. a. Inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company has maintained proper records of inventories. The discrepancies noticed on verification between physical stock and book stock were not material having regard to the size of the operations of the company and have been properly dealt with in Books of Accounts.

3. a. The Company has taken Loans from Two parties covered in the register maintained under section 301 of the Act. At the year end Outstanding balances of such loans taken aggregated to Rs. 3,56,87,950 (Number of Parties-02) and the maximum amount involved during the year was Rs. 3,57,62,950 Further Company has not granted Loans to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, rate of Interest and other terms and conditions of the aforesaid Unsecured loans taken by the Company are not prima facie prejudicial to the interest of the Company.

c. In respect of Loans taken by the Company, the payment of Principal amount is regular.

d. In respect of Loans taken by the Company, there were no overdue amount. The Company has not given the Loan.

4. in our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. Based on the Audit Procedures applied by us and according to the information and explanations given to us, there were no transactions that need to be entered into the register maintained in pursuance of section 301 oftheCompaniesAct, 1956.

6. The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under. Accordingly, there have been no proceedings before the Company Law Board in this matter nor any order has been passed.

7. In our opinion the Company has an internal Audit system commensurate with the Size and nature of business.

8. The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of manufacturing activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. However, we are neither required to carry out nor have carried out any detailed examination of such Accounts and records.

9. a. According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees state Insurance, Income Tax. Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on the date of Balance sheet for a period of more than six months from the date they become payable. b. According to the information and explanations given to us, the dues in respect of Sales Tax .Income Tax .Wealth Tax, Service Tax, Custom Duty .Excise Duty and Cess that have not been deposited with the appropriate authorities on account of disputes as on the date of Balance Sheet and the forum where the disputes are pending are as followings:

Sr. Name of the Nature of the Forum where Amount for Amount no. Statue Dues dispute is which dispute Not Dep pending is pending -osited (Rs.in lacs)
1. Income Tax Income Tax Appellate Comm. 45.30 45.30 Act A.Y. 2006-07 Income Tax, Mumbai

2. Provident Provident High Gout 7.55 3.78 Fund Act Fund Indore

10. The Company does not have accumulated losses at the year end and has not incurred any 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 and based on our observation during the audit, The Company did not have any outstanding debentures.

12. According to the information and explanations given to us, The Company during the year has not granted Loans and Advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a nidhi/mutual benefit fund/ society to which the provisions of special stafue relating to chitfund are applicable.

14. The Company is dealing in Share/Securities. Investments are hold in the name of the company & entries have been made in the register.

15. According to the information and explanation given to us, The Company has not given any guarantees for Loans taken by others from Banks or Financial Institutions.

16. The company has not raised any term loans & therefore this clause is not applicable

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that Prima facie the Company has not utilised the funds raised from short term sources towards Long term investment and vice versa.

18. During the year, the Company has not made any preferential allotment of equity shares to parties & Companies covered in the Register maintained under Section 301 oftheCompaniesAct, 1956.

19. The company did not have issued debentures and therefore question of creating of Securities does not arise.

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

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

For S.P.MOONDRA & Co., CHARTERED ACCOUNTANTS

(S.P. MOONDRA) PLACE : INDORE PROPRIETOR

DATED : 22nd August, 2012 M.No. 073747


Mar 31, 2010

We have audited the attached Balance Sheet of M/S. SYNCOM FORMULATIONS (INDIA) LIMITED., as at March 31, 2010 and also Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

3) Furtherto our comments in theAnnexure referred to above, we reportthat:

(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 and Profit and Loss Account dealt with by this reportare in agreement with the books of accounts.

(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 CompaniesAct, 1956;

(v) On the basis of information and explanations given to us, we report that none of the directors is disqualified as on the date of Balance Sheet from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and

(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 Cash flow Statement of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

With reference totheAnnexurereferredtoinparagraph2ofourreport of even date to the members of M/S SYNCOM FORMULATIONS (INDIA) LTD., for the year ended on 31" March, 2010, We report that, in our opinion and to the best of our information and explanations furnished to us and the books and recordsexamined by us in the normal course of Audit:

1. a. The Company has maintained proper records showing full particulars

including quantitative details and situation of fixed assets on the basis of available information

b. As explained to us, the fixed assets have 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. We were informed that no material discrepancies were noticed on such physical verification.

c. There has been no disposal of substantial part of the Fixed Assets during the year & the going concern status of the company is not affected.

2. a. Inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company has maintained proper records of inventories. The discrepancies noticed on verification between physical stock and book stock were not material having regard to the size of the operations of the company and have been property dealt with in Books of Accounts.

3. a. The Company has taken Loans from Two parties covered in the register maintained under section 301 of the Act. At the year end Outstanding balances of such loans taken aggregated to Rs. 7,20,38,090 (Number of Parties -02) and the maximum amount involved during the year was Rs. 14,47,92,018 Further Company has not granted Loans to Companies, firms or other parties covered in the register maintained under Section 301 of the CompaniesAct, 1956.

b. In our opinion and according to the information and explanations given to us, rate of Interest and other terms and conditions of the aforesaid Unsecured loans taken by the Company are not prima facie prejudicial to the interest of the Company.

c. In respect of Loans taken by the Company, the payment of Principal amount is regular.

d. In respect of Loans taken by the Company, these were no overdue amount. The Company has not given the Loan.

4. In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. Based on the Audit Procedures applied by us and according to the information and explanations given to us, there were no transactions that need to be entered into the register maintained in pursuance of section 301 of the CompaniesAct, 1956.

6. The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under. Accordingly, there have been no proceedings before the Company Law Board in this matter nor any order has been passed.

7. In our opinion the Company ha*s an internal Audit system commensurate with the Size and nature of business.

8. The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of manufacturing activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. However, we are neither required to carryout nor have carried out any detailed examination of such Accounts and records.

9. a. According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees, state Insurance, Income Tax, Sales Tax, Wealth Tax, Customs

Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on the date of Balance sheet for a period of more than six months from the date they become payable. b. According to the information and explanations given to us, the dues in respect of Sales Tax .Income Tax .Wealth Tax, Service Tax, Custom Duty , Excise Duty and Cess that have not been deposited with the appropriate authorities on account of disputes as on the date of Balance Sheet and the forum where the disputes are pending are as fallowings:

Sl. Name of the Nature of the Forum where Amount for Amount no. Statue Dues dispute is which dispute NotOep pending is pending -osited (-In Lacs) (Rs.In Lacs)

1. Income Tax Income Tax Appellate Comm. 73,47 73.47

Act A.Y.2006-07 Income Tax, Mumbai

10. The Company does not have accumulated losses at the year end and has not incurred any 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 and based on our observation during the audit, The Company did not have any outstanding debentures.

12. According to the information and explanations given to us, The Company during the year has not granted Loans and Advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a nidhi/mutual benefit fund/ society to which the provisions of special statue relating to chit fund are applicable.

14. The Company is not dealing or trading in Share/Securities. Investments are hold in the name of the company & entries have been made in the register.

15. According to the information and explanation given to us, The Company has not given any guarantees for Loans taken by others from Banks or Financial Institutions.

16. The company has not raised any term loans & therefore this clause is not applicable.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that Prima facie the Company has not utilised the funds raised from short term sources towards Long term investment and vice versa.

18. During the year, the Company has not made any preferential allotment of shares to parties & Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The company did not have issued debentures and therefore question of creating of Securities does not arise.

20. The management has disclosed the end use of money raised by rights issue (refernoteno. 16ofSchedule16) and the same has been verified by us.

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



For S.P. MOONDRA & Co.,

CHARTERED ACCOUNTANTS

(S.P. MOONDRA) PROPRIETOR

PLACE : INDORE M.No. 073747

DATED : 14th August, 2010 F.R. No. 004879C



 
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