Mar 31, 2015
We have audited the accompanying financial statements of M/s. Tulsyan
NEC Limited ("the Company"), which comprise the Balance Sheet as at
March 31, 2015, 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
The company's Board of Director is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts)Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial control
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 financial
statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standard and matters
which are required to be included in the audit report under the
provisions of the Act and Rules made thereunder. 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 procedure to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statement 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 and adequate internal financial
controls system over financial reporting and operating effectiveness of
such controls. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the Company's directors, as well as evaluating the
overall presentation of the financial statements. '
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
OPINION
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
a) In the case of the Balance Sheet, of the State of affairs of the
company as at March 31, 2015:
b) In the case of the Statement of Profit and Loss, of the Profit/Loss
of the Company for the year ended on that date:
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
As required by Section 143(3) of the Act, We report that:
1.1. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
1.2. 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;
1.3. 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;
1.4. In our opinion, the aforesaid financial statements comply with
Accounting Standard specified under Section 133 of the Act read with
Rule 7 of the Companies (Accounts) Rules 2014.
1.5. On the basis of written representations received from the
Directors as on March 31, 2015, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015,
from being appointed as a director in terms of Section 164(2) of the
Act.
2. With respect to the matters to be included in the Auditor's Report
in accordance with Companies (Auditor's Report) Order, 2015 issued by
the Central Government of India in terms of Sub-Section (11) of the 143
& Rule 11 of the Companies (Audit and Auditors) Rules, 2014, we give in
the annexure a statement on the matters specified in the paragraphs 3
and 4 of the Order.
Annexure to the Auditors' Report Reports under The Companies (
Auditor's Report) Order, 2015 (CARO) CARO 2015 Report on the
standalone financial statement of Tulsyan NEC Limited for the year
ended 31st March, 2015.
To the Members of Tulsyan NEC Limited
We refer to our on stand alone financial statements of Tulsyan NEC
limited (the Company) for the year ended 31st March,2015 issued on 3rd
July, 2015. The Gazette version of the Companies (Auditor's Report)
Order, 2015 (CARO 2015) was not available in the Official Gazette of
India on the date of our report. Accordingly our report does not
contain an Annexure on the matters specified in Paragraphs 3 and 4 of
CARO 2015.
Subsequent to the issuance of our report dated 3rd July, 2015, CARO
2015 has been published in the Official Gazette of India. While it was
not obligatory on our part to issue our report on the matters specified
in paragraph 3 and 4 of CARO 2015, based on the discussion with the
company, as a measure of good governance, we give hereinafter a
statement on the matters specified in paragraphs 3 and 4 of CARO 2015.
This may be treated as an Annexure to our aforesaid Report on
standalone financial statements for the year ended 31st March, 2015.
1. In respect of its fixed assets:
1.1. The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets on the basis of available information.
1.2. 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, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
2. Inventories
2.1. The management has conducted physical verification at reasonable
intervals in respect of its inventory. In our opinion the frequency of
verification is reasonable.
2.2. In our opinion and according to the information and explanations
given to us , 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.
2.3. The company has maintained proper records of inventories. As per
the information and explanation given to us, no material discrepancies
were noticed on physical verification.
3. Loans and advances
In respect of loans, secured or unsecured, granted by the Company to
companies, firms or other parties covered in the register maintained
under Section 189 of the Companies Act, 2013
3.1 The principal amounts are repayable on demand, While interest is
payable annually. However the Company has taken unsecured loan from 56
Parties aggregating to Rs. 6361.24 Lacs during the year (Previous Year
Rs. 4955.95 Lacs) excluding interest accrued & IFST as stated in Note
No.4
SL
No Name of Party Relationship with Party Year end balance
1 Cosmic Global
Limited 76.17% Subsidiary Company 35.76 Cr
2 Tulsyan Power
Limited* 100% Subsidiary Company 0.31 Dr
3 Chitrakoot Steel
& Power P Ltd 100% Subsidiary Company NIL
4 Balaji Engineering
& Galvanizing Ltd* 98.80% Subsidiary Company 7.96 Dr
5 Color Peppers Media
Pvt Ltd 100% Subsidiary Company 253.33 Dr
6 T.G. Logistic Pvt
Ltd 100% Subsidiary Company NIL
3.2 In respect of the said loans and interest thereon, there are no
overdue Amounts.
4. In our opinion and according to the information and explanation
given to us, the company has an adequate internal control system
commensurate with its size and the nature of its business for purchase
of inventory and fixed assets and for the sale of goods and services.
During the course of our audit, we have not observed any continuing
failure to correct major weakness in such internal control system.
5. According to the information and explanation given to us, the
Company has not accepted any deposits from the public. Therefore, the
provision of Clause (v) of paragraph 3 of the CARO 2015 are not
applicable to the Company.
6. We have broadly review the cost records maintained by the Company
pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the central Government under section 148(1 )(d)of the
Companies Act, 2013 and are of the opinion that, Prima facie, the
prescribed accounts and cost records have been maintained. We have,
however not made a detailed examination of the cost records with a view
determined whether they are accurate or complete.
7. Statutory dues
7.1. The company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-tax, Sales-tax, Wealth tax,
Service tax, Duty of Customs, duty of Excise, Value added Tax, Cess and
other material 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 at 31st March, 2015 for a period
of more than six months from the date of becoming payable.
7.2. Details of dues of Income tax, Sales Tax, Wealth Tax, Service tax,
duty of Customs, Duty of Excise, Value added Tax, Cess which have
partly been deposited as on 31st March, 2015 on account of disputes are
given in the annexure "A".
8. The company does not have any accumulated losses at the end of the
financial year. Flowever, the Company has incurred cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
9. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks and
debenture holders.
10. The company has given guarantees for loans taken by others from
bank and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prima facie prejudicial to the interest of
the Company. The Company executed Corporate Guarantee in favour of M/s
Chitrakoot Steel & Power Put Ltd (100% subsidiary company) for the
loans borrowed from banks amounting to Rs. 25 crore (Previous Year Rs.
25 crore) as per point number 1.8 of the notes to accounts
11. The Company has raised new term loans during the year. The terms
Loans outstanding at the beginning of the year and those raised during
the year have been applied for the purposes for which they were raised.
12. In our opinion and according to the information and explanations
given to us, no fraud by the Company and no material fraud on the
Company has been noticed or reported during the year.
For C.A.Patel & Patel
Chartered Accountants
Firm Registration No.: 005026 S
BHAVESH N PATEL
Partner
Membership No.: 26669
Place: Chennai
Date : 3rd July, 2015
Mar 31, 2014
We have audited the accompanying financial statements of Tulsyan NEC
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2014, 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
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 ("the Act") read with 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
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 procedure to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statement 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 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 March 31,2014;
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 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 :
2.1 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;
2.2 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;
2.3 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;
2.2 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 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
2.2 on the basis of written representations received from the Directors
as on March 31,2014, and taken on record by the Board of Directors,
none of the directors are disqualified as on March 31, 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 Auditors'' Report
ANNEXURE REFERRED TO IN ITEM NO. 1 OF PARAGRAPH ''REPORT ON OTHER LEGAL
AND REGULATORY REQUIREMENTS''.
In our opinion and to the best of knowledge and belief as per the
information and explanation given to us and on the basis of the books
and records examined by us in the normal course of audit, we report
that:
1. Fixed assets
1.1. The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
1.2. The management at reasonable intervals has physically verified the
fixed assets of the company and no material discrepancies were noticed
on such verification.
1.3. The fixed assets disposed during the year were not substantial and
therefore, do not affect the going concern assumption.
2. Inventories
2.1. The management has conducted physical verification at reasonable
intervals in respect of its inventory.
2.2. The procedure for physical verification of inventory followed by
the management is reasonable and is adequate in relation to the size of
the company and the nature of its business.
2.3. The company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
3. Loans and advances
3.1. The company has granted /received Rs. 281.04 lakhs, (net) from /
to its subsidiaries as loan during the year. listed in the register
maintained under section 301 of the Companies Act, 1956.
SL Name of Party Relationship with Party Year end
No balance
1 Cosmic Global Limited 76.17% Subsidiary Company 37.09 Dr
2 Tulsyan Power Limited* 100% Subsidiary Company 0.08 Cr
3 Chitrakoot Steel &
Power P Ltd 100% Subsidiary Company 200.39 Dr
4 Balaji Engineering &
Galvanizing Ltd* 98.80% Subsidiary Company 7.86 Dr
5 Color Peppers Media
Pvt Ltd 100% Subsidiary Company 210.97 Dr
6 T.G. Logistic Pvt Ltd 100% Subsidiary Company 175.96 Cr
The company has taken unsecured loan from 55 Parties aggregating to Rs.
4955.95 Lacs during the year (Previous Year Rs 8706.49 Lacs) excluding
interest accrued & IFST as stated in Note No.4
3.2. The rate of interest and other terms and conditions of loan taken
by the company are not, prima facie, prejudicial to the interest of the
company.
3.3. The loans given/taken by the company are repayable on demand and
have been received/paid on demand. There is no overdue amount with
respect to above loans.
4. The company has an internal control system which is adequate and is
commensurate with the size of the Company and nature of its business
for the purchase of inventory and fixed assets and for the sale of
goods and services. We have not observed any major weakness in internal
control system during the course of our audit.
5. Section 301 contracts
5.1. Particulars of contracts or arrangements referred to in Section
301 of the Companies Act, 1956 have been so entered in the register
required to be maintained under that section
5.2. These transactions exceeding value of Rs. 5 lakhs have been made
at prices which are reasonable having regard to the prevailing market
prices at the relevant time.
6. The company has not accepted deposits from the public and the
directives issued by the Reserve Bank of India and the provisions of
section 58A and 58AA or any other relevant provisions of the Act and
the rules framed there under, where applicable have been complied with.
7. The company has an internal audit system, internal audit function
carried out during the year by a firm of Chartered Accountants
appointed by the management have been commensurate with its size of the
company and the nature of its business.
8. The cost accounts and the records prescribed by the Central
government under clause (d) of sub-section (1) of section 209 of the
Companies Act,1956 have been made and maintained.
9. Statutory dues
9.1. The company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service
tax, Custom Duty, Excise Duty, Cess and other statutory dues with the
appropriate authorities.
9.2. On the basis of written representation received from the
Management we report, details of the disputed statutory dues pending
before appropriate authorities as on 31st March 2014 are referred to in
the annexure "A".
10. The company does not have any accumulated losses at the end of the
financial year and has incurred cash loss during the financial year
covered by our audit and no cash loss incurred in the immediately
preceding financial year.
11. The company has not defaulted in repayment of dues to financial
institutions, banks or debentures holders.
12. The company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of clause 4(xiii) of the
Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
14. The company is not dealing in or trading in shares, securities,
debentures and other investments. Therefore, the provisions of clause
4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
15. The Company has raised term loans during the year and these have
been applied for the purposes for which they were raised, refer note to
Balance Sheet.
16. According to the information and explanation given to us , the
Company executed Corporate Guarantee in favour of M/s Chitrakoot Steel
& Power Pvt Ltd ( 100% subsidiary company) for the loans borrowed from
banks amounting to Rs. 25 crore (Previous Year Rs 25 crore) a s per
point number 1.8 of the notes to accounts.
17. The company has raised term loans during the year and these have
been applied for the purposes for which they were raised.
18. The funds raised on short-term basis have not been used for
long-term investment.
19. The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956.
20. The company has no outstanding amount under Debentures that
require creation of security/charge.
21. The company has not raised any money by way of public issues
during the year.
22. No material fraud on or by the company has been noticed or
reported during the year.
For C.A.Patel & Patel
Chartered Accountants
Firm Registration No.: 005026 S
BHAVESH N PATEL
Place: Chennai Partner
Date: 30th June, 2014 Membership No.: 26669
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of M/s. Tulsyan
NEC Ltd ("the Company"), which comprise the Balance Sheet as at March
31, 2013, 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
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 procedure to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statement 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 financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) In the case of the 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 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 :
2.1. 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;
2.2. 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;
2.3. 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;
2.4. 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; and
2.5. 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 are 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 Companies Act, 1956.
Annexure referred to in item no. 1 of paragraph ''Report on Other Legal
and Regulatory Requirements''.
In our opinion and to the best of knowledge and belief as per the
information and explanation given to us and on the basis of the books
and records examined by us in the normal course of audit, we report
that:
1. Fixed assets
1.1. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
1.2. The management at reasonable intervals has physically verified
the fixed assets of the company and no material discrepancies were
noticed on such verification.
1.3. The fixed assets disposed during the year were not substantial
and therefore, do not affect the going concern assumption.
2. Inventories
2.1. The management has conducted physical verification at reasonable
intervals in respect of its inventory.
2.2. The procedure for physical verification of inventory followed by
the management is reasonable and is adequate in relation to the size of
the Company and the nature of its business.
2.3. The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
* Commercial Operations not yet started for the above companies.
The Company has taken unsecured loan from 45 Parties aggregating to
Rs.8706.49 Lacs during the year (Excluding interest accrued & IFST) as
stated in Note No.5.
3.2. The rate of interest and other terms and conditions of loan taken
by the Company are not, prima facie, prejudicial to the interest of the
Company.
3.3. The loans given / taken by the Company are repayable on demand
and have been received / paid on demand.
4. The Company has an internal control system which is adequate and is
commensurate with the size of the Company and nature of its business
for the purchase of inventory and fixed assets and for the sale of
goods and services. There are no major weaknesses in internal controls
system
5. Section 301 contracts
5.1. Particulars of contracts or arrangements referred to in Section
301 of the Companies Act, 1956 have been so entered in the register
required to be maintained under that section
5.2. These transactions exceeding value of Rs. 5 lakhs have been made
at prices which are reasonable having regard to the prevailing market
prices at the relevant time.
6. The Company has not accepted deposits from the public and the
directives issued by the Reserve Bank of India and the provisions of
Section 58A and 58AA or any other relevant provisions of the Act and
the rules framed there under, where applicable have been complied with.
7. The Company has an internal audit system, internal audit function
carried out during the year by a firm of Chartered Accountants
appointed by the management have been commensurate with its size of the
company and the nature of its business.
8. The Company has commenced the maintenance of cost accounts and the
records prescribed by the Central Government under clause (d) of
sub-section (1) of section 209 of the Companies Act, 1956. We have
reviewed the books of accounts related to material, labour and other
items of cost maintained by the company pursuant to the set of rules as
mentioned above.
9. Statutory dues
9.1. The Company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service
tax, Custom Duty, Excise Duty, Cess and other statutory dues with the
appropriate authorities.
9.2. On the basis of written representation received from the
Management we report, details of the disputed statutory dues pending
before appropriate authorities as on 31st March 2013 are referred to in
the annexure "A".
10. The Company does not have any accumulated losses at the end of the
financial year and has not incurred any cash losses during the
financial year covered by our audit or in the immediately preceding
financial year.
11. The company has not defaulted in repayment of dues to financial
institutions, banks or debentures holders.
12. The company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of Clause 4(xiii) of the
Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
14. The company is not dealing in or trading in shares, securities,
debentures and other investments. Therefore, the provisions of Clause
4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
15. The Company has raised term loans during the year and these have
been applied for the purposes for which they were raised, refer note to
balance sheet.
According to the information and explanation given to us, the Company
M/s Chitrakoot Steel & Power Pvt Ltd (100% subsidiary company) from
banks amounting to Rs.25 crore as per point number 1.8 of the notes to
accounts.
16. The funds raised on short-term basis have not been used for
long-term investment.
17. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Companies Act, 1956.
18. The Company has no outstanding amount under Debentures that
require creation of security/charge.
19. The Company has not raised any money by way of public issues
during the year.
20. No material fraud on or by the Company has been noticed or
reported during the year.
For C A PATEL & PATEL
Chartered Accountants
Firm Registration No.: 005026 S
BHAVESH N PATEL
Place: Chennai Partner
Date :14th August, 2013 Membership No. 26669
Mar 31, 2012
We have audited the attached Balance Sheet of M/s. TULSYAN NEC LIMITED
as at 31st March, 2012, and also the Statement of Profit and Loss and
Cash Flow Statement 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 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.
2. As required by the Companies (Auditor's Report) Order, 2003 (as
amended by the companies (Auditor's Report) Amendment Order, 2004),
issued by the Central Government of India in term of Sub-Section (4A)
of Section 227 of the Companies Act, 1956, we enclosed in the Annexure
a statement on the matters specified in paragraphs 4 & 5 of the said
Order.
Further to our comments in the Annexure referred to in paragraph 2
above, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion, proper books of Accounts, as required by law, have
been kept by the Company, so far as appears from our examination of
those books.
c) The Balance Sheet, Statement of Profit 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 dealt with by this report comply with the mandatory
Accounting standards referred to in sub-section (3C) of sec 211 of the
Companies Act,1956.
e) On the basis of written representations received from the Directors
as on 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the Directors are disqualified as on 31st March,
2012, from being appointed as a Directors in terms of Clause (g) of
Sub-Section (1) of Section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanation given to us, the said accounts read together with
Significant Accounting Policies and notes appearing thereon give the
information required by the Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012
(ii) In the case of the Statement of Profit and Loss, of the Profit of
the Company for the year ended on that date.
(iii) In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date
ANNEXURE TO AUDITORS' REPORT
Referred to in Paragraph 2 of our report of even date
1. In respect of its fixed assets:-
(a) The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) As explained to us, the fixed assets have been physically verified
by the management and no material discrepancies were noticed on such
verification.
(c) No substantial part of fixed assets has been disposed off during
the year. However, the Plant and Machineries of Ingot Manufacturing
Division which was not functioning for more than 2 years were sold for
Rs. 325 lakhs during the year 2011-2012.
2. In respect of its inventories:
(a) As explained to us, physical verification have been conducted by
the management at reasonable intervals in respect of finished goods,
stores and raw materials.
(b) In our opinion & according to the information and explanation given
to us, the procedures of physical verification of stock followed by the
management is reasonable and adequate in relation to the size of the
company and nature of its business.
(c) As explained to us, there were no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
(a) The company has granted/received Rs. 130.21 lacs (net) to
subsidiary companies as loan during the year.
(Rs. in lacs)
Sl. Name of Party Relationship Year end
No. with Party balance
1. Cosmic Global Limited 76.17% Subsidiary Cr. 342.39
Company
2. Tulsyan Power Limited* 100% Subsidiary Cr. 0.18
Company
3. Chitrakoot Steel & 100% Subsidiary Dr. 400.39
Power P. Ltd. Company
4. Balaji Engineering & 98.80% Subsidiary Dr. 7.67
Galvanizing Ltd* Company
5. Color Peppers Media 100% Subsidiary Dr. 104.28
Pvt. Ltd. Company
6. T.G. Logistic Pvt. Ltd. 100% Subsidiary Cr. 39.56
Company
* Commercial Operations not yet started for the above companies.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest, wherever applicable and other terms
and conditions are not prima facie prejudicial to the Interest of the
Company.
(c) In respect of loans take by the Company, the interest payments are
regular and the principal amount is repayable on demand.
(d) There is no overdue amount in respect of loans granted, as the same
are repayable on demand so the question of overdue amounts does not
arise.
(e) The company has taken unsecured loans from 29 parties aggregating
to Rs. 3553 lacs during the year (Excluding interest accrued & IFST),
as stated in Note No. 4.
(f) In our opinion and according to the information and explanation
given to us, the rate of interest, wherever applicable and other terms
and conditions are not prima facie prejudicial to the interest of the
company.
4. In our opinion and according to the Information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business for the purchase of inventory and fixed assets and also sale
of goods and services. During the course of our audit, we have not
observed any major weaknesses in internal control.
5. In respect of transactions covered under Section 301 of the
Companies Act, 1956:
(a) In our opinion and according to the information and explanations
given to us, Particulars of contracts or arrangements that needed to be
entered in the register maintained under section 301 of the Companies
Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/-
(Rupees Five lacs Only) or more in respect of these parties are prima
facie not prejudicial to the interest of the Company and are as per the
prevailing market rates.
6. The Company has not accepted any deposit from the public, under
section 58A and 58AA of the companies Act, 1956 and the companies
(Acceptance of Deposit) Rules 1975. However loans taken from Directors
and their relatives and others the Companies regularly files statement
in lieu of prospects after the AGM every year.
7. In our opinion, the internal audit functions carried out during the
year by a firm of Chartered Accountants appointed by the Management
have been commensurate With the size of the Company and the nature of
the business.
8. We have reviewed the books of accounts related to Materials, Labour
and other items of cost maintained by the company pursuant to the rules
made by the Central Government for maintenance of cost records under
section 209 (1) (d) of the Companies Act, 1956 and we are of the
opinion that prima facie the prescribed accounts and records have been
made and maintained.
9. In respect of statutory dues:
(a) According to the records of the company, undisputed statutory dues
including Provident Fund, Employees State Insurance, Income-tax, Sales
Tax, Wealth Tax, Custom Duty, Service Tax, 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 Income Tax,
Wealth Tax, Sales Tax, Service Tax, Customs Duty and any other
statutory dues were outstanding as at 31st March, 2012 for a period of
more than six months from the date of becoming payable.
(b) According to the information and explanation given to us, details
of the disputed dues which have not been deposited as on March 31, 2012
are referred to in the Annexure A.
10. The Company has no accumulated losses as at March 31st 2012, and
it has not incurred any cash losses in the financial year ended on the
date or in the immediately preceding financial year.
11. Based on our audit procedures and on information and explanation
given by the management we are of the opinion that the Company has not
defaulted in repayment of dues to any financial institution or bank as
to the Balance sheet date.
12. The Company has not granted any loans and Advances on the basis of
security by way of pledge of shares, debentures and other securities,
during the year under audit.
13. In our opinion, the company is not a Chit Fund or Nidhi/Mutual
benefit fund/society. Therefore, the provision of clause 4 (xiii) of
the order are not applicable to the company.
14. In our opinion, the Company is not dealer or trader in shares,
securities, debentures and other investments. So, Clause 4 (xiv) of
the order is not applicable to the company.
15. According to the information and explanation given to us, the
Company has given corporate guarantee for loans taken by M/s.
Chitrakoot Steel & Power Pvt. Ltd, (100% Subsidiary Company) from banks
amounting to Rs. 25.00 crore as per point number 1.8 of the notes to
Accounts.
16. According to the information and explanation given to us, on an
overall basis, the term loan taken from bank have been applied for the
purposes for which they were obtained and the same have been mentioned
in the Note No. 3.
17. According to the information and explanation given to us, on an
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short-term basis which have been used for long term
investment.
18. The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956. Accordingly clause 4 (xviii) of the
order is not applicable to the Company.
19. During the period covered by our audit report the Company has not
issued any debentures, therefore the Clause 4 (xix) of the order is not
applicable to the Company.
20. The Company has not raised any money by way of public issues
during the year, therefore Clause 4 (xx) of the order is not applicable
to the Company.
21. Based upon the audit procedures performed and information and
explanation given by the management, we report that no fraud on or by
the company has been noticed or reported during the course of our
audit.
ANNEXURE "A" TO AUDITORS' REPORT
Referred to in paragraph 9(b) of Annexure a statement on the matters
specified in the Companies (Auditor's Report) Order, 2004 of M/s.
TULSYAN NEC LIMITED for the year ended 31st March, 2012
TAX LIABILITIES DISPUTED IN APPEAL
Sl. Asst. Year Order Gross Disputed
No. Reference Demand Amount
IN RELATION TO EXCISE
1. 2002-2003 Order 2/01, 3,987,205.00 3,987,205.00
dt. 31.10.2001
2. 2003-2004 Order 32/02, 201,989.00 201,989.00
dt. 25.09.2002
Sl. Asst. Year Undisputed Paid/ Remarks
No. Amount Adjusted
IN RELATION TO EXCISE
1. 2002-2003 0 1,422,316.00 Paid & disputed
in Appeal before
Commissionrate
CESTAT
2. 2003-2004 0 100,000.00 Paid & disputed
in Appeal before
Commissionrate
CESTAT
For C. A. PATEL & PATEL
Chartered Accountants
FR No. 005026 S
BHAVESH N PATEL
Partner
M. No. 26669
Place : Chennai
Date : 14th August, 2012
Mar 31, 2010
We have audited the attached Balance sheet of M/s. TULSYAN NEC LIMITED
as at 31st MARCH 2010, and also the Profit & Loss Account and cashflow
statement 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 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.
2. As required by the Companies (Auditors Report) Order, 2003 [as
amended by the companies (Auditors Report) Amendment Order,2004],
issued by the Central Government of India in term of Sub- Section (4A)
of Section 227 of the Companies Act, 1956, we enclosed in the Annexure
a statement on the matters specified in paragraphs 4 & 5 of the said
Order.
Further to our comments in the Annexure referred to in paragraph 2
above, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion, proper books of Accounts, as required by law, have
been kept by the Company, so far as appears from our examination of
those books.
c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of Account.
d) In our opinion the Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report comply with the mandatory
Accounting standards referred to in sub-section (3C) of Sec. 211 of the
Companies Act, 1956.
e) 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 are disqualified as on 31st March
2010, from being appointed as a Directors in terms of Clause (g) of
sub-section (1) of Sec. 274 of the Companies Act, 1956.
f) As stated in Note No 6 of the Schedule 14 to the Notes on Accounts,
we report that the company has paid Rs. 181.09 lacs as Managerial
Remuneration, which exceeds the limits calculated under Schedule XIII
of the Companies Act, 1956 by Rs. 29.52 lacs, as explained to us by the
management that, the Company has submitted application to the Central
Government seeking its approval for the said remuneration paid over the
limit.
g) Subject to our comments in Para (f) above.ln our opinion and to the
best of our information and according to the explanation given to us,
the said accounts read together with Significant Accounting Policies
and notes appearing thereon as contained in schedule 14 give the
information required by the Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2010.
(ii) In the case of the Profit and Loss Account, of the Profit of the
Company for the year ended on that date.
(iii) In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Referred to in Paragraph 2 of our report of even date
1. In respect of its fixed assets:-
(a) The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) As explained to us, the fixed assets have been physically verified
by the management and no material discrepancies were noticed on such
verification.
(c) No substantial part of fixed assets has been disposed off during
the year.
2. In respect of its inventories:
(a) As explained to us, physical verification have been conducted by
the management at reasonable intervals in respect of finished goods,
stores and raw materials.
(b) In our opinion & according to the information and explanation given
to us, the procedures of physical verification of stock followed by the
management is reasonable and adequate in relation to the size of the
company and nature of its business.
(c) As explained to us, there were no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
(a) The company has granted Rs. 770.82 lacs to subsidiary companies as
loan during the year.
(Rs in lacs)
SL Name of Party Relationship Year end
No with Party balance
1 Cosmic Global Limited 99.87%
Subsidiary
Company Cr.161.97
2 Tulsyan Power Limited* 100%
Subsidiary
Company Cr. 0.41
3 Chitrakoot Steel & 100%
Power P Ltd Subsidiary
Company Dr. 898.06
4 Balaji Engineering & 98.80%
Galvanizing Ltd* Subsidiary
Company Dr. 35.14
* Commercial Operations not yet started for the above companies.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest, wherever applicable and other terms
and conditions are not prima facie prejudicial to the Interest of the
Company.
(c ) In respect of loans take by the Company, the interest payments are
regular and the principal amount is repayable on demand. In respect of
interest free loans granted by the company are repayable on demand.
(d) There is no overdue amount in respect of loans granted, as the same
are repayable on demand so the question of overdue amounts does not
arise.
(e) The company has taken unsecured loans from 29 parties aggregating
to Rs. 1808.68 lacs during the year (Excluding interest accrued &
IFST),as stated in Note No 15. of schedule 14 to the Notes on Accounts.
(f) In our opinion and according to the information and explanation
given to us, the rate of interest, wherever applicable and other terms
and conditions are not prima facie prejudicial to the interest of the
company.
4. In our opinion and according to the Information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business for the purchase of inventory and fixed assets and also sale
of goods and services. During the course of our audit, we have not
observed any major weaknesses in internal control.
5. In respect of transactions covered under Section 301 of the
Companies Act, 1956:
(a) In our opinion and according to the information and explanations
given to us, Particulars of contracts or arrangements that needed to be
entered in the register maintained under section 301 of the Companies
Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/-
(Rupees Five lacs Only) or more in respect of these parties are prima
facie not prejudicial to
the interest of the Company and are as per the prevailing market rates.
6. The Company has not accepted any deposit from the public, under
section 58A and 58AA of the companies Act, 1956 and the companies
(Acceptance of Deposit) Rules 1975. However loans taken from Directors
and their relatives and others the Companies regularly files statement
in lieu of prospectus after the AGM every year.
7. In our opinion, the internal audit functions carried out during the
year by a firm of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
the business.
8. We have reviewed the books of accounts related to Materials, Labour
and other items of cost maintained by the company pursuant to the rules
made by the Central Government for maintenance of cost records under
section 209 (1) (d) of the Companies Act, 1956 and we are of the
opinion that prima facie the prescribed accounts and records have been
made and maintained.
9. In respect of statutory dues:
(a) According to the records of the company, undisputed statutory dues
including Provident Fund, Employees State Insurance, Income - Tax,
Sales Tax, Wealth Tax, Custom Duty, Service Tax, 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 income Tax,
Wealth Tax, Sales Tax, Service Tax, Customs Duty and any other
statutory dues were outstanding as at 31st March 2010 for a period of
more than six months from the date of becoming payable.
(b) According to the information and explanation given to us, details
of the disputed dues which have not been deposited as on March 31, 2010
are referred to in the Annexure......A.
10. The Company has no accumulated losses as at March 31st 2010, and
it has not incurred any cash losses in the financial year ended on the
date or in the immediately preceding financial year.
11. Based on our audit procedures and on information and explanation
given by the management we are of the opinion that the Company has not
defaulted
in repayment of dues to any financial institution or bank as to the
Balance sheet date.
12. The Company has not granted any loans and Advances on the basis of
security by way of pledge of shares, debentures and other securities,
during the year under audit.
13. In our opinion, the company is not a Chit Fund or Nidhi / Mutual
benefit fund / society. Therefore, the provision of clause 4 (xiii) of
the order are not applicable to the company.
14. In our opinion, the Company is not dealer or trader in shares,
securities, debentures and other investments. So, Clause 4 (xiv) of the
order is not applicable to the company.
15. According to the information and explanation given to us, the
Company has given corporate guarantee for loans taken by M/s.
Chitrakoot Steel & Power Pvt. Ltd. from banks amounting to Rs. 20.00
crore as per point number 1.8 of notes to accounts.
16. According to the information and explanation given to us, on an
overall basis, the term loan taken from bank have been applied for the
purposes for which they were obtained and the same have been mentioned
in the Schedule 3 of the Balance Sheet.
17. According to the information and explanation given to us, on an
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short-term basis which have been used for long term
investment.
18. The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956. Accordingly clause 4 (xviii) of the
order is not applicable to the Company.
19. During the period covered by our audit report the Company has not
issued any debentures, therefore the clause 4 (xix) of the order is not
applicable to the Company.
20. The Company has not raised any money by way of public issues
during the year, therefore clause 4 (xx) of the order is not applicable
to the Company.
21. Based upon the audit procedures performed and information and
explanation given by the management, we report that no fraud on or by
the company has been noticed or reported during the course of our
audit.
For C A PATEL & PATEL
Chartered Accountants
BHAVESH N PATEL
Partner
Place: Chennai M. No. 26669
Date : 14th May, 2010 FR No. 005026 S
Mar 31, 2000
We have audited the attached Balance Sheet of TULSYAN NEC LIMITED
(Formerly National Engineering Company Limited) as at 31st March 2000
and the Profit and Loss Account of the Company fa" the year ended on
that date annexed thereto and report that:
1. As required by the Manufacturing and Other Companies (Auditors
Report) Order, 1988 issued by the Company Law Board in terms of Section
227 (4A) of the Companies Act 1956, and records of the Company as we
considered necessary during the course of our audit, we enclose in an
Annexure, a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
2. Further to our comment in the Annexure referred to in para (1)
above, we report that:
a. We have obtained all the information and explanation which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b. In our opinion, proper books of accounts as required to bylaw have
been kept by the Company in so far it appears from our examination of
the books.
c. In our opinion, the Profit & Loss Account and the Balance Sheet
have complied with the Accounting Standards referred to in the
Sub-section (3C) of Section 211 of the companies Act, 1956.The Balance
Sheet and Profit and Loss Account dealt with by this report are in
agreement with the books of Accounts of the Company.
d. 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:
i. In the case of the Balance Sheet, of the State of affairs of the
Company as at 31st March 2000 and
ii. In the case of the Profit and Loss Account, of the Profit of the
Company for the year ended on that date.
ANNEXURE TO THE AUDITORSS REPORT
1. The Company has maintained proper records to show full particulars
including quantitative details and situation of fixed assets. We are
informed that the fixed assets of the company have been physically
verified by the Management and that no serious discrepancies were
noticed on such verification as compared with the available records.
2. None of the fixed assets have been revalued during the year.
3. The Stocks of finished goods, raw materials, stores and spare parts
have been physically verified at reasonable intervals by the
Management.
4. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of stocks followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
5. The discrepancies noticed on verification between the physical
stock and books and records were not material.
6. In our opinion and on the basis of our examination of stocks, the
valuation of finished goods, Raw Materials and stores is fair and
proper and in accordance with the normally accepted accounting
principles, and is on the same basis as in the preceding year.
7. The Company has not taken any loan, secured or unsecured from
Companies, Firms or other parties listed in the Register maintained
under Section 370 (1B) of the Companies Act, 1956.
8. The Company has granted loans, advances, secured or unsecured to
Companies, Firms or other parties listed in the register maintained
under Section 301 or Companies under same management as defined under
Section 370 (IB) of the Companies Act, 1956 and in our opinion and
according to the explanations given to us, the terms and conditions of
such loans and advances are not prima facie prejudicial to the
interests of the Company. The company has granted interest free loans
of Rs.25.72 lacs to its subsidiary M/s. Tulsyan Technologies Ltd.
during the year.
9. The Company has given interest free advances to its employees which
are being recovered as stipulated.
10. According to the information and explanations given to us, the
Company has adequate internal control procedures commensurate with the
size of the company and the nature of its business for purchase of
stores, components, raw materials, plant and machinery, equipments and
other assets and for the sale of goods.
11. The transactions of purchase of goods and materials and sale of
goods, materials and services made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the companies Act, 1956, and aggregating during the year to Rs.50,000/-
(Rupees fifty thousand only) or more in respect of each party, have
been made at prices which are reasonable having regard to the
prevailing market prices for such goods, materials or services or the
prices at which transactions for similar goods or services have been
made with other parties.
12. As explained to us, there were no unserviceable or damaged stores,
raw materials or finished goods during the year.
13. In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Section
58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit
Rules, 1975) with regard to the deposit accepted from the public.
14. The Company does not generate any by- product. In our opinion
reasonable records have been maintained by the Company for sale and
disposal of the scrap generated.
15. The Company has an adequate intenral audit system commensurate
with the size and nature of the business of the Company.
16. The Central Government has not prescribed maintenance of cost
records under Section 209(1) (d) of the Companies Act, 1956.
17. The Company is regular in depositing provident fund and ESI dues
with the appropriate authorities.
18. There are no undisputed amounts payable in respect of Income-Tax,
Wealth-Tax, Sales-Tax, Customs Duty & Excise Duty as at 31st March 2000
which are outstanding for a period of more than six months from the
date they become payable.
19. According to the information and explanations given to us and the
records of the Company examined by us, no personal expenses have been
charged to revenue account other than those payable under contractual
obligations or inaccordance with generally accepted business practices.
20. The Company is not a Sick Industrial Company within the meaning of
clause (o) of Sub-section (1) of Section (3) of the Sick Industrial
Companies (Special Provisions) Act, 1985.
21. In respect of the trading activity, the Company has adequate
procedure for determination of damaged goods. The value of such goods
is insignificant 3 hence no provision is made for the same.
For C A Patel & Patel, For R S Agarwala & Co.
Chartered Accountants Chartered Accountants
C A PATEL M GANDHI
Partner Partner
Place : Chennai
Date : 28.08.2000