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Auditor Report of UTL Industries Ltd.

Mar 31, 2014

01. We have audited the accompanying financial statements of UTL Industries Limited (formerly known as Uni-Tubes Ltd) ("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 March 31, 2014 then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

02. 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

03. 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 misstatements.

04. An audit involves performing procedures 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 statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

06. 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, 2014;

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

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

Emphasis of Matter

07. We draw your attention to the following

Non-provision of doubtful debts amount to Rs. 71,36,667/- and to that extent the profit for the year is overstated.

Non provision of interest payable to National small Industries Corporation. (Refer Note "26").

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 8 of the Auditors'' Report of even date to the members of UTL Industries Limited (formerly known as Uni-Tubes Ltd) on the financial statement for the year ended 31st March, 2014

01.

a. The Company has maintained records showing the particulars of its fixed assets. The fixed asset register is in the process of being updated.

b. The management during the year has physically verified the fixed assets. Under the circumstances discrepancies, if any, in the fixed assets have not been ascertained.

c. As informed to us, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

02. In respect of the 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 taken short term loans from parties covered under Section 301 of the Companies Act 1956. In respect of the said loans, the maximum outstanding at any time during the year was Rs. 11,78,578/- and the yearend balance is Rs. 10,88,481/-.

b) In our opinion and according to the information and explanations given to us, the terms and conditions of the short term loans given/ taken by the Company, are not prima facie prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and there is no repayment schedule therefore the question of overdue amounts does not arise.

03. In our opinion, and according to the information and explanations given to us, existing internal control procedures are inadequate and not commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

04.

a. According to the information and explanation given to us, there were no transactions during the year that need to be entered into the register maintained under section 301 of the Act.

b. In view of clause (3) (a) above, no comments are offered with regard to transactions having been made at prices that are reasonable as compared to prevailing market price.

05. The company has not accepted any deposits from the public during the year within the meaning of Sec. 58A and 58AA of the Act and the Rules framed there under.

06. The existing internal audit system is inadequate in relation to the size of the Company and nature of its business.

07. The company has not incurred cash loss during the year ended on March 31, 2014; the accumulated loss at the end of the financial year was more than fifty percent of the net worth of the company as at March 31, 2014.

08. The company has defaulted in repayment of its dues to National Small Industries Corporation.

09. As informed to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares and other securities. Therefore, the provision of Clause 4(xii) of the Order is not applicable to the Company.

10. As the provision of any special statute applicable to chit fund or a nidhi fund or mutual benefit fund / societies are not applicable to the Company, the provisions of clause 4 (xiii) of the Order is not applicable to the company.

11. According to the information and explanation given to us the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

12. The Company has not obtained any term loans from any bank or financial institutions during the year under review.

13. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly the provision of Clause 4(xviii) of the Order is not applicable to the Company.

14. The Company has not raised any money by public issue during the year. Accordingly, the provision of Clause 4(xx) of the Order is not applicable to the Company.

15. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

16. No comments are offered on Clause No 4 (ii) (a), (b), (c), 4 (viii), 4 (ix) (a) (b), 4 (xiv), 4 (xvii) and 4(xix) of the Companies (Auditor''s Report) Order, 2003 (CARO) as they are not applicable to the company.

Place: Vadodara For Parikh Shah Chotalia& Associates Chartered Accountants

s/d CA Vijay Parikh (Partner) Membership No: 031773 Date: 28th August, 2014 F.R.N: 118493W Place: Vadodara


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Uni Tubes Limited ("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, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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 misstatements.

4. An audit involves performing procedures 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 statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Emphasis of Matter

7. We draw your attention to the following

Non- provision of doubtful debts amount to Rs. 84,87,678/- and to that extent the loss for the year is understated.

Non provision of interest payable to National small Industries Corporation. (Refer Note "26"); Non provision of interest payable to Gujarat State Financial Corporation (Refer Note "27":); The accounts of the Company are drawn up on ''Going Concern basis'' even though the accumulated losses of the Company exceed its paid up capital and reserve (Refer Note "28"); Report on Other Legal and Regulatory Requirements

8. !s required by the Companies (luditor''s Report) Order, 2003, as amended by the Companies (luditor''s Report) (!m endment) Order 2004'' issued by the Central Government of India in terms of Section 227(4A) of the Act (herein after referred to as the Order) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in section 211(3C)oftheAct;

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



For Parikh Shah Chotalia& Associates

Chartered Accountants



Sd/-

CA Vijay Parikh



(Partner) Membership No: 031773

Place: Vadodara F RN. 118493W

Date :27th June, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of UNI TUBES LIMITED as at 31st March 2012 and also the Profit and Loss Statement of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. 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 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 (CARO) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to above, we report that:

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

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

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

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

(e) On the basis of the written representation received from the Directors as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31 March 2012 from being appointed as director in terms of clause (g) of Section 274 (1) of the Companies Act 1956.

(f) Attention is invited to the following

Non- provision of doubtful debts amount to Rs. 92,01,114/- and to that extent the loss for the year is understated.

Non provision of interest payable to National small Industries Corporation. (Refer Note "24").

Non provision of interest payable to Gujarat State Financial Corporation (Refer Note "25":).

The accounts of the Company are drawn up on ''Going Concern basis'' even though the accumulated losses of the Company exceed its paid up capital and reserve (Refer Note "26"):

3. Subject to the forgoing, in our opinion and to the best of our information and according to the explanations given to us during the normal course of audit, the said accounts read in conjunction with Notes 1 to 27 give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

(b) In so far as it relates to the Profit and Loss Statement, of the Loss for the year ended on that date and

(c) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Uni Tubes Ltd as at 31st March 2012)

a) According to the information and explanations given to us, the Company has neither taken nor granted any loans, secured and unsecured, from / to companies, firms or other parties covered in the register maintained under section 301 of the Act.

b) In view of clause (III) (a) above, the question of terms and conditions do not arise.

c) In view of clause (III) (a) above, the question of payment of principal & interest do not arise.

d) In view of clause (III) (a) above, the question of overdue amount more than rupees one lac do not arise.

2 In our opinion and according to the information and explanations given to us, the existing internal control procedures are inadequate and not commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

3

a) According to the information and explanation provided by the management, there were no transactions during the year that need to be entered into the register maintained under section 301 Companies Act, 1956.

b) In view of clause (V) (a) above, no comments are offered with regard to transactions having been made at prices that are reasonable as compared to prevailing market price.

4 The company has neither accepted nor renewed any deposits during the year under review and the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposit accepted from the public.

5 The existing internal audit system is inadequate in relation to the size of the Company and nature of its business.

6 The company incurred cash loss during the year under audit the accumulated loss at the end of the financial year is more than fifty percent of the net worth of the company as at 31st March 2012.

7 The company has defaulted in repayment of its dues to Gujarat State Financial Corporation, National Small Industries Corporation.

8 As informed to us the Company has not made any loans and advances on the basis of security by way of pledge of shares and other securities.

9 In our opinion, 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.

10 The company has generally maintained records in respect of transactions and contracts with regard to dealing or treading in shares.

11 As informed to us the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

12 The Company has not obtained any term loans from any bank or financial institutions during the year under review.

13 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

14 As informed to us there is no fraud on or by the company noticed or reported during the year under review.

15 No comments are offered on Clause No 4 (i) (a) (b) (c), 4 (ii) (a) (b) (c), 4 (viii), 4 (ix), and 4 (xvii) of the Companies (Auditor''s Report) Order, 2003 (CARO) as they are not applicable to the company.

Place: Vadodara For Parikh Shah Chotalia & Associates

Chartered Accountants

Date: 25/05/2012 Sd/-

VIJAY M. PARIKH

Partner

Membership No: 031773 F.R.N: 118493W


Mar 31, 2007

We have audited the attached Balance Sheet of UNI TUBES LIMITED as at 31st March 2007 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. 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 also 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 (CARO) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to above, we report that:

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

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

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

d) In our opinion and to the best of our information, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956;

e) On the basis of the written representation received from the Directors as on 31st March 2007 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31ST March 2007 from being appointed as director in terms of clause (g) of Section 274 (1) of the Companies Act 1956.

f) Attention is invited to the following Non- provision of doubtful debts amount to Rs.92,01,114/- and to that extent the loss for the year is understated. Non-provision of interest payable on secured loan (refer note No: 6 of Schedule K). The accounts of the Company are drawn up on Going Concern basis even though the Accumulated losses of the Company exceeds its paid up capital and reserve. Subject to the forgoing, in our opinion and to the best of our information and according to the explanations given to us during the normal course of audit, the said accounts read in conjunction with Schedules A to L give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007 and

b) In so far as it relates to the Profit and Loss Account, of the loss for the year ended on that date and

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Uni Tubes Ltd as at 31st March 2007)

1. According to the information and explanations given to us, the Company has neither taken nor granted any loans, secured and unsecured, from / to companies, firms or other parties covered in the register maintained under section 301 of the Act

2. According to the information and explanation provided by the management, there were no transactions during the year that need to be entered into the register maintained under section 301 Companies Act, 1956.

3. The company has neither accepted nor renewed any deposits during the year under review and the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposit accepted from the public.

4. The accumulated loss at the end of the Financial Year is more than fifty percent of the net worth of the company as at 31st March 2007. The Company has incurred a cash loss of Rs.30,670/- (P.Y. Rs. 28,150/-) during the year under review.

5. The company has defaulted in repayment of its dues to Gujarat State Financial Corporation and Union Bank of India.

6. As informed to us the Company has not made any loans and advances on the basis of security by way of pledge of shares and other securities.

7. In our opinion, 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.

8. As informed to us the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

9. The Company has not obtained any term loans from any bank or financial institutions during the year under review.

10. 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.

11. As informed to us there is no fraud on or by the company noticed or reported during the year under review.

12. No comments are offered on Clause No 4 (i ) (a ) (b) (c), 4 (ii) (a ) (b) (c), 4 (iv ), 4 (vi ), 4 (vii ), 4 (viii), 4 (ix ),4(xiv) and 4 (xvii ) of the Companies (Auditor's Report) Order, 2003 (CARO) as they are not applicable to the company as the company has not undertaken any business activity during the year under review.

FOR VIJAY PARIKH & CO.

Chartered Accountants

s/d

(V. M. PARIKH)

Proprietor Place: Vadodara

Date: 28/08/2007

 
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