Mar 31, 2015
We have audited the accompanying financial statements of VENTURA
TEXTILES 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 Directors is responsible for the matters 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 the maintenance of
adequate accounting records in accordance with the provision of the Act
for safeguarding of the assets of the Company and for preventing and
detecting the 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 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.
Auditor's 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 standards and
matters which are required to be included in the audit report under the
provisions of the Act and the 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 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
financial control relevant to the Company's preparation of the
financial statements that give true and fair view 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
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 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 Matters
We draw attention to the following matters in the Notes to the
financial statements:
a) Note No. 17 to the financial statements which describes the
uncertainty related to loan which has been taken over by Asset
Restructuring Company (ARC) from the bank which was settled at Rs. 9.10
crores between the ARC and company which is subject to payment of the
same, however if company fails to make the payment to ARC then bank
liability will be increased by Rs. 52.25 crores.
b) Note 18 in the financial statement which indicates that the Company
has accumulated losses and its Net worth has been substantially eroded,
These conditions, along with other matters set forth in Note 18,
indicate the existence of a material uncertainty that cast significant
doubt about the Company's ability to continue as a going concern.
However, the financial statements of the Company have been prepared on
a going concern basis for the reasons stated in the said
Note. Our opinion is not modified in respect of these matters.
Report on other Legal and Regulatory Requirements
As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
c) The Balance Sheet, the 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 aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors
as on 31 March, 2015, taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March, 2015, from being
appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the other matters included in the Auditor's Report
and to our best of our information and according to the explanations
given to us :
i. The Company did not have any pending litigations which would impact
its fianancial position.
ii. The Company did not have any long term contracts including
derivatives contracts for which there were any material foreseeable
losses.
iii. There were no amounts which required to be transferred to
Investor Education and Protection Fund by the Company.
Annexure to the Auditor's Report
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The Company has physically verified certain assets during the year
in accordance with a programme of verification, which in our opinion
provides for physical verification of the fixed assets at reasonable
intervals. According to the information and explanations given to no
material discrepancies were noticed on such verification.
In our opinion fixed assets have been properly dealt with in the books
of accounts
(ii) In respect of its Inventories:
(a) In our opinion, the management at reasonable intervals has
physically verified the inventories and the frequency of verification
is reasonable.
(iii) The company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act 2013.
(iv) 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 for the
sale of goods and services. Further, on the basis of our examination of
books and records of the company, carried out in accordance with the
auditing standards generally accepted in India and according to the
information and explanation given to us, we have neither come across
nor have we been informed of any continuing failure to correct major
weaknesses in the aforesaid internal control system.
(v) In our opinion and according to the information and explanation
given to us, the company has not accepted deposits from the public as
per section 73 to 76 or any other relevant provisions of the Companies
Act, 2013.
(vi) According to information and explanation given to us, the
maintenance of cost records has not been prescribed by the Central
Government sub section (1) of section 148 of the Companies Act 2013.
(vii) According to the information and explanations given to us in
respect of statutory and other dues:
(a) The Company has been regular in depositing undisputed statutory
dues, including Provident Fund, Employees' State Insurance, Income-tax,
Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value
added Tax, cess and any other statutory dues with the appropriate
authorities during the year, except the dues detailed as under :
i. Profession Tax : Rs. 1,96,670/-
ii. Panchayat Tax : Rs. 7,32,773/-
(b) There are no disputed dues of Sales Tax, Income Tax, Customs Duty,
Wealth Tax, Service Tax, Excise Duty, Value Added Tax, Cess and any
other statutory dues with the appropriate authorities during the year.
(viii) The Company has accumulated losses at the end of financial year,
which is more than 50% of its net worth. Further the company did not
have cash losses in the current financial year however incurred cash
loss in the preceding financial year.
(ix) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to financial
institutions, banks and debenture holders.
(x) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xi) To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company during the year for
the purposes for which the loans were obtained, other than temporary
deployment pending application.
(xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
for S.M. Kapoor & Co.
Chartered Accountants
(Shekhar Gupta)
Partner
Place: Mumbai
Membership No. 15622
Date: 30.05.2015
Firm Regn. No. 104809 W
Mar 31, 2014
We have audited the accompanying financial statements of Ventura
Textiles Limited (''the Company'') which comprise the Balance Sheet as on
31st March, 2014, the Statement of Profit & Loss and the Cash Flow
Statement for the year ended on that date 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, 1 956 (''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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatements of the financial statements,
whether due to fraud or error. In making those risks 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 given the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, :
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;
(ii) In the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and
(iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2003 (''the
Order'') as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the
Order.
2. As required by section 227(3) of the Act, we report that :
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in sub-section (3C) of Section 211 of the Companies Act, 1956; and
e. On the basis of written representation received from the Directors
as on 31st March, 2014, and taken on record by the Board of Directors,
none of the Directors are disqualified as on 31st March, 2014, from
being appointed as a Director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
Annexure to the Auditor''s Report
The Annexure referred to in our report to the members of Ventura
Textiles Limited (''the Company'') for the year ended 31st March, 2014.
We report that:
(i) The nature of the Company''s business/activities during the year is
such that clauses (xiii) and (xiv) of paragraph 4 of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company for
the year ended.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) In our opinion, the procedures followed by the Management, were
reasonable and adequate in relation to the size of the Company and the
nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has not made substantial disposals during the
year which has not affected the going concern.
(iii) In respect of its Inventories:
(a) Stores, spare parts and raw materials and the frequency of
verification is reasonable.
(b) In our opinion and according to the information and explanation
given to us, the procedure for 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.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The company has granted loans, secured or unsecured to companies,
firms or other parties covered in the register maintained under section
301 of the Act to three party covered in register under section 301
aggregating to Rs.30,09,276/-.
(a) In respect of loans, secured or unsecured, taken by the Company
from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act 1 956, according to
of the information and explanations given to us, the Company has not
taken any interest free loans from one party covered in register u/s
301.
(b) The terms and conditions of the loans are, in our opinion, prima
facie not prejudicial to the interests of the company.
(c) The payment of principal amount to the parties from whom loans
taken by the Company is regular as per the mutual understanding between
the parties.
(v) 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 and sale of inventory.
(vi) In respect of transactions entered in the register maintained in
pursuance of section 301 of the Companies Act 1956;
(a) To the best of our knowledge and belief and according the
information and explanations given to us, transactions that needed to
be entered into the register have been so entered.
(b) According to the information and explanations given to us, no
transactions have been made at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vii) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposit from the public
as per the provisions of Sections 58A and 58AA of Companies Act, 1956.
(viii) In our opinion and according to the information and explanations
given to us, the Company does not have internal audit system
commensurate with the size and the nature of its business
(ix) We are informed that during the year, there was no production
activity due to labour strike and the company is applying to Central
Government seeking exemption from Cost Audit under section 233 B of the
Act.
(x) In our opinion and according to the information and explanations
given to us in respect of statutory and other dues:
(a) The Company has been regular in depositing undisputed statutory
dues, including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, Cess and any other statutory dues to the extent of
applicability to the Company with the appropriate authorities during
the year, except the dues detailed as under :
Name of the Statute Nature of the dues Amount (Rs.)
Profession Tax Office Profession Tax 1,96,670
Grampanchayat Gonde Wadivarhe Panchayat Tax 5,93,967
(b) There is no disputed dues of Sale Tax, Custom Duty, Wealth Tax,
Service Tax, Excise Duty and Cess.
(xi) According to the information and explanation given to us, the
company has accumulated losses at the end of the financial year, which
is not more than 50% of its net worth. Further, the company has
incurred cash losses in the current period as well as in the preceding
financial year.
(xii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to financial
institutions, banks and debenture holders.
(xiii) According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
(xiv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xv) According to the information and explanations given to us, the
company has not taken any term loans during the year, except the debt
restructuring from the Asset Reconstruction Company, as per note
no.4.1.
(xvi) According to the cash flow statement and other records examined
by us and the information and explanations given to us, on an overall
basis, funds raised on short term basis have, prima facie, not been
used during the period for long term investment and vice versa.
(xvii) The Company has made preferential allotment of 1,39,87,325
Equity shares of Rs.10/- each during the year.
(xviii) The Company has not issued any debentures during the year under
review.
(xix) The Company has not raised any money by public issue during the
year.
(xx) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For S.M. Kapoor & Co.
Chartered Accountants
(Shekhar Gupta)
Place: Mumbai Partner
Date: 30th May, 2014 Membership No. 15622
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Ventura
Textiles Limited (''the Company'') which comprise the Balance Sheet as on
31st March 2013, the Statement of Profit & Loss and the Cash Flow
Statement for the year ended on that date 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatements of the financial statements,
whether due to fraud or error. In making those risks 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 given the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, :
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
(ii) In the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2003 (''the
Order'') as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the
Order.
2. As required by section 227(3) of the Act, we report that :
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in sub-section (3C) of Section 211 of the Companies Act, 1956; and
e. On the basis of written representation received from the Directors
as on 31st March, 2013, and taken on record by the Board of Directors,
none of the Directors are disqualified as on 31st March, 2013, from
being appointed as a Director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
ANNEXURE TO AUDITORS'' REPORT (Referred to in paragraph 3 of our report
of even date)
(i) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
b) Due to strike by the workmen, the company has not physically
verified the fixed assets during the year.
c) In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the period under review.
(ii) In respect of it''s Inventories:
a) As explained to us, inventories were not physically verified during
the year by the management at reasonable intervals. Refer note no. 10.1
to the notes to the accounts regarding non-verification of the stock.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business, subject to note
no. 10.1 to the notes to the accounts regarding non-verification of the
stock as of March 31st due to strike.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification, subject to note no. 10.1 to the notes to the accounts
regarding non-verification of the stock as of March 31st due to strike.
(iii) a) In respect of loans, secured or unsecured, granted by the
Company to companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act 1956, according to of
the information and explanations given to us, the Company has granted
interest free loan to one party covered in register u/s 301 aggregating
to Rs.34,11,000/-.
b) The terms and conditions of the loan is, in our opinion, prima facie
not prejudicial to the interests of the company.
c) The payment of principal amount by the party to whom loan was given
by the company is regular as per the mutual understanding between the
parties.
d) There is no overdue amount of such loan given to the aforesaid
party.
e) In respect of loans, secured or unsecured, taken by the Company from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act 1956, according to the
information and explanations given to us, the Company has taken
interest free loan from 2 parties covered in register u/s 301
aggregating to Rs.2,95,82,000/-.
f) The terms and conditions of the loans are, in our opinion, prima
facie not prejudicial to the interests of the company.
g) The payment of principal amounts to the parties from whom loan was
taken by the company is regular as per the mutual understanding between
the parties.
Annexure to the Auditor''s Report
The Annexure referred to in our report to the members of Ventura
Textiles Limited (''the Company'') for the year ended 31st March, 2013.
We report that:
(i) The nature of the Company''s business/activities during the year is
such that clauses (xiii) and (xiv) of paragraph
4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to
the Company for the year ended.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) In our opinion, the procedures followed by the Management, were
reasonable and adequate in relation to the size of the Company and the
nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has not made substantial disposals during the
year which has not affected the going concern.
(iii) In respect of its Inventories:
(a) stores, spare parts and raw materials and the frequency of
verification is reasonable.
(b) In our opinion and according to the information and explanation
given to us, the procedure for 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.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The company has granted loans, secured or unsecured to companies,
firms or other parties covered in the register maintained under section
301 of the Act to one party covered in register under section 301
aggregating to Rs.39,69,000/-.
(a) In respect of loans, secured or unsecured, taken by the Company
from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act 1956, according to of
the information and explanations given to us, the Company has taken
interest free loans from two parties covered in register u/s 301
aggregating to Rs.2,95,82,000/-.
(b) The terms and conditions of the loans are, in our opinion, prima
facie not prejudicial to the interests of the company.
(c) The payment of principal amount to the parties from whom loans
taken by the company is regular as per the mutual understanding between
the parties.
(v) 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 and sale of inventory.
(vi) In respect of transactions entered in the register maintained in
pursuance of section 301 of the Companies Act 1956;
(a) To the best of our knowledge and belief and according the
information and explanations given to us, transactions that needed to
be entered into the register have been so entered.
(b) According to the information and explanations given to us, no
transactions have been made at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vii) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposit from the public
as per the provisions of Sections 58A and 58AA of Companies Act, 1956.
(viii) In our opinion and according to the information and explanations
given to us, the Company does not have internal audit system
commensurate with the size and the nature of its business
(ix) We are informed that during the year, there was no production
activity due to labour strike and the company is applying to Central
Government seeking exemption from Cost Audit under section 233 B of the
Act.
(x) In our opinion and according to the information and explanations
given to us in respect of statutory and other dues:
(a) The Company has been regular in depositing undisputed statutory
dues, including Income-tax, Sale- stax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, cess and any other statutory dues to the extent of
applicability to the Company with the appropriate authorities during
the year,except the dues detailed as under :
Name of the Statute Nature of the dues Amount (Rs.)
Profession Tax Office Profession Tax 1,96,670
Grampanchayat Gonde
Wadivarhe Panchayat Tax 20,87,342
Land Revene Office,
Igatpuri Non-Agricultural Tax 3,29,020
(b) There is no disputed dues of Sale Tax, Custom Duty, Wealth Tax,
Service Tax, Excise Duty and Cess.
(xi) According to the information and explanation given to us, the
company has accumulated losses at the end of the financial year, which
is more than 50% of its net worth. Further, the company has incurred
cash losses in the current financial year as well as in the preceding
financial year.
(xii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to financial
institutions, banks and debenture holders.
(xiii) According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
(xiv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xv) According to the information and explanations given to us, the
company has not taken any term loans during the year, except the debt
restructuring from the Asset Reconstruction Company, as per note
no.3.1.
(xvi) According to the cash flow statement and other records examined
by us and the information and explanations given to us, on an overall
basis, funds raised on short term basis have, prima facie, not been
used during the year for long term investment and vice versa.
(xvii) The Company has not made any preferential allotment during the
year.
(xviii) The company has not issued any debentures during the year under
review.
(xix) The Company has not raised any money by public issue during the
year.
(xx) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For S. M. Kapoor & Co.
Chartered Accountants
(Shekhar Gupta)
Place : Mumbai Partner
Date : 30th May, 2013 Membership No. 15622
Mar 31, 2011
1. We have audited the attached Balance Sheet of Ventura Textiles
Limited as at 31st March, 2011 and the Profit & Loss Account and the
Cash Flow Statement of the Company for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial - statements are free of material mis-statement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. 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 terms of sub-section (4A)
of Section 227 of the Companies Act 1956, we give in the enclosure a
statement on the matters specified in paragraph 4 of the said order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that :
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
for the year ended on that date 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 Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956, except AS 1 5 regarding provision for gratuity,
which has not been provided.
(e) On the basis of the written representation received from the
directors as on 31sl March 2011 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
5. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read together with the
significant accounting policies and other notes thereon subject to (i)
note no. 6 regarding non-provision of wages , (ii) note no. 8
regarding valuation of inventory, (iii) note no. 9 regarding
non-provision of interest on loans from banks and (iv) note no. 1 0
regarding non-provision of gratuity liability and leave encashment
benefit, 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, 2011 ;
(ii) in the case of Profit & Loss Account of the Loss of the Company
for the year ended on that date; and
(iii) in the case of the Cash Flow Statement of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO AUDITORS' REPORT
(Referred to in paragraph 3 of our report of even date)
(i) In respect of its fixed assets :
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
b) Due to strike by the workmen, the company has not physically
verified the fixed assets during the year.
c) In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the period under review.
(ii) In respect of its Inventories:
a) As explained to us, inventories were physically verified during the
period by the management at reasonable intervals, subject to note no. 8
to the notes to the accounts regarding non-verification of the stock as
of March 31st due to strike.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business, subject to note
no. 8 to the notes to the accounts regarding non-verification of the
stock as of March 31st due to strike.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification, subject to note no. 8 to the notes to the accounts
regarding non-verification of the stock as of March 31st due to strike.
(iii) a) In respect of loans, secured or unsecured, granted by the
Company to companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act 1956, according to
the information and explanations given to us, the Company has granted
interest free loan to one party covered in register u/s 301
aggregating to Rs.34,75,000.
b) The terms and conditions of the loan is, in our opinion, prima facie
not prejudicial to the interests of the company.
c) The payment of principal amoun by the party 1o whom loan was given
by the company is regular as per the mutual understanding between the
parties.
d) There is no overdue amount of such loan given to the aforesaid
party.
e) In respect of loans, secured or unsecured, taken by the Company from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act 1956, according to the
information and explanations given to us, the Company has taken
interest free loan from 2 parties covered in register u/s 301
aggregating to Rs.2,78,20,000.
f) The terms and conditions of the loans are, in our opinion, prima
facie not prejudicial to the interests of the company.
g) The payment of principal amounts to the parties from whom loan was
taken by the company is regular as per the mutual understanding between
the parties.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in internal control.
(v) In respect of transactions entered in the register maintained in
pursuance of section 301 of the Companies Act 1956;
a) To the best of our knowledge and belief and according the
information and explanations given to us, particulars of contracts and
arrangements that needed to be entered into the register have been so
entered.
b) According to the information and explanations given to us, the
transactions have been made at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanation
given to us, the company has not accepted deposits from the public as
per section 58A and 58AA of the Act.
(vii) According to information and explanation given to us, the company
does not have internal audit system.
(viii) We are informed that during the year, there was no production
activity due to labour strike and the company is applying to Central
Government seeking exemption from cost audit under section 233 B of the
Act.
(ix) According to the information and explanations given to us in
respect of statutory and other dues:
a) The Company has been generally regular in depositing undisputed
statutory dues, including Employees' State Insurance, Income-tax,
Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and
any other statutory dues except PF and other dues with the appropriate
authorities during the period. The company does not have any
outstanding for more than six months as at the last day of the
financial year, except PF and other dues, details as under :
Name of the Statute Nature of the Amount Period to which
Dues (Rs.) the amount
relates
Public Provident Fund Provident Fund 1,584,859 June'08 -
office March'10
62,488 April-September
'10
Profession Tax Office Profession Tax 157,695 -
Grampanchayat Panchayat Tax 1,194,295 -
Gonde/Wadiwarhe
Land Revenue Office, Non-Agricultural 55,888 -
Igatpuri Tax
b) The Company does not have any disputed amount in respect of income
tax, sales tax, wealth tax, service tax, custom duty, excise duty, and
cess for a period of more than six months from the date they became
payable.
(x) According to the information and explanation given to us, the
company has accumulated losses at the end of the financial year, which
is more than 50% of its net worth. Further, the company has incurred
cash losses in the current financial year as well as in the previous
financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has defaulted in repayment of dues to
Financial Institution and Banks, detailed as below:
Sr. Nature of dues Amount period from Nature of
No. Rs. which default default
soccurred
1 Term loan - SBI 102,66,666 Jul 08 to Mar Installme
11 nts not
paid
2 Term loan-SBI 27,94,288 Jul 08 to Mar Interest
10 not paid
3 Working capital term 293,33,334 Jul 08 to Mar Installme
loan - SBI 11 nts not
paid
4 Working capital term 27,40,196 Jul 08 to Mar Interest
loan - SBI 09 not paid
5 Export packing 1,67,15,732 Jul 08 to Mar Interest
credit - SBI. 09 not paid
6 Debenture holders 2,43,91,781 Jan 08 to Mar Interest
09 not paid
7 Debenture holders 59,54,795 April 09 to Interest
June 09 not
provided
& not paid
(xii) According to information and explanations given to us, the
company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities. Therefore,
the provisions of clause 4(xii) of the above said order are not
applicable to the Company.
(xiii) The company is not a Chit fund or a nidhi mutual benefit fund/
society. Accordingly, the provisions of clause 4 (xiii) of the above
said order are not applicable to the Company.
(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause
4(xiv)of the Companies (Auditor's Report) Order, 2003 is not applicable
to the Company
(xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company during the period for
the purposes for which the loans were obtained.
(xvii) According to the cash flow statement and other records examined
by us and the information and explanations given to us, on an overall
basis, funds raised on short term basis have, prima facie, not been
used during the period for long term investment and vice versa.
(xviii) According to the information and explanation given to us, the
Company during the year has not made preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, the
company has not issued debentures during the year ended March 31, 2011
and hence clause xix is not applicable.
(xx) According to the information and explanations given to us, the
Company has not raised money by way of public issue during year ended
March 31, 2011. Accordingly, the provisions of clause 4(xx) of the
above said order are not applicable to the Company.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the year.
For S.M. Kapoor & Co.
Chartered Accountants
Sd/-
(Shekhar Gupta)
Partner
Membership No. 15622
Place Mumbai
Date 27th May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Ventura Textiles
Limited as at 31st March, 2010 and the Profit & Loss Account and the
Cash Flow Statement of the Company for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material mis-statement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. 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 terms of sub-section (4A)
of Section 227 of the Companies Act 1956, we give in the enclosure a
statement on the matters specified in paragraph 4 of the said order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that :
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
for the year ended on that date 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 Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956, except AS 15 regarding provision for gratuity,
which has not been provided.
(e) On the basis of the written representation received from the
directors as on 31s March 2010 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31s1 March, 2010 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
5. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read together with the
significant accounting policies and other notes thereon subject to (i)
note no. 6 regarding non-provision of wages, (ii) note no. 8 regarding
valuation of inventory, (iii) note no. 9 regarding non-provision of
interest on loans from banks, (iv) note no. 10 regarding non-provision
of interest on debentures and (v) note no. 11 regarding non-provision
of gratuity liability and leave encashment benefit, give the
information required by the Companies Act, 1 956, 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 31s March, 2010;
à (ii) in the case of Profit & Loss Account of the Loss of the Company
for the year ended on that date; and
(iii) in the case of the Cash Flow Statement of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 3 of our
report of even date)
(i) In respect of its fixed assets :
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
b) Due to strike by the workmen, the company has not physically
verified the fixed assets during the year.
c) In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the period under review.
(ii) In respect of its Inventories:
a) As explained to us, inventories were physically verified during the
period by the management at reasonable intervals, subject to note no. 8
to the notes to the accounts regarding non-verification of the stock as
of March 31st due to strike.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business, subject to note
no. 8 to the notes to the accounts regarding non-verification of the
stock as of March 31st due to strike.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification, subject to note no. 8 to the notes to the accounts
regarding non-verification of the stock as of March 31st due to strike.
(iii) a) In respect of loans, secured or unsecured, granted by the
Company to companies, firms or other
parties covered in the register maintained under section 301 of the
Companies Act 1 956, according to of the information and explanations
given to us, the Company has granted interest free loan to one party
covered in register u/s 301 aggregating to Rs. 1 7,50,000.
b) The terms and conditions of the loan is, in our opinion, prima facie
not prejudicial to the interests of the company.
c) The payment of principal amount by the party to whom loan was given
by the company is regular as per the mutual understanding between the
parties.
d) There is no overdue amount of such loan given to the aforesaid
party.
e) In respect of loans, secured or unsecured, taken by the Company from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act 1 956, according to the
information and explanations given to us, the Company has taken
interest free loan from 2 parties covered in register u/s 301
aggregating to Rs.3,03,40,000.
f) The terms and conditions of the loans are, in our opinion, prima
facie not prejudicial to the interests of the company.
g) The payment of principal amounts to the parties from whom loan was
taken by the company is regular as per the mutual understanding between
the parties.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in internal control.
(v) In respect of transactions entered in the register maintained in
pursuance of section 301 of.the Companies Act 1 956;
a) To the best of our knowledge and belief and according the
information and explanations given to us, particulars of contracts and
arrangements that needed to be entered into the register have been so
entered.
b) According to the information and explanations given to us, the
transactions have been made at prices which are reasonable having
regard o the prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanation
given to us, the company has not accepted deposits from the public as
per section 58A and 58AA of the Act.
(vii) According to information and explanation given to us, the company
does not have internal audit system.
(viii) We are informed that during the year, there was no production
activity due to labour strike and the company is applying to Central
Government seeking exemption from cost audit under section 233 B of the
Act.
(ix) According to the information and explanations given to us in
respect of statutory and other dues:
a) The Company has been generally regular in depositing undisputed
statutory dues, including Employees State Insurance, Income-tax,
Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and
any other statutory dues except PF and other dues with the appropriate
authorities during the period. The company does not have any
outstanding for more than six months as at the last day of the
financial year, except PF and other dues, details as under :
Name of the Statute Nature of
the Dues Amount (Rs.) Period to which the
amount relates
Public Provident Fund Provident
Fund 1,451,869 June08 - March09
Office 87,854 April -September09
Maharashtra Labour Welfare Fund 6,642 December08
Welfare Fund 576 June & December09
Profession Tax Office Profession Tax 143,495 _
Grampanchayat Panchayat Tax 855,355 -
Gonde/Wadiwarhe
Land Revenue Office, Non-Agricultural
Tax 37,260 _
Igatpuri
b) The Company does not have any disputed amount in respect of income
tax, sales tax, wealth tax, service tax, custom duty, excise duty, and
cess for a period of more than six months from the date the) became
payable.
(x) According to the information and explanation given to us, the
company has accumulated losses at the end o the financial year, which
is more than 50% of its net worth. Further, the company has incurred
cash losses ir the current financial year as well as in the previous
financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has defaulted in repayment of dues to
Financial Institution and Banks, detailed as below:
Sr.Nature of dues Amount Period from Nature of default
No. Rs- which default
occurred
1 Term loan - SBI 65,33,333 Jul 08 to Mar 10 Installments not
paid
2 Term loan-SBI 27,94,288 Jul 08 to Mar 10 Interest not paid
3 Working capital
term loan - SBI 186,66,667 Jul 08 to Mar 10 Installments not
paid
4 Working capital
term loan - SBI 27,40,196 Jul 08 to Mar 09 Interest not paid
5 Export packing
credit - SBI. 1,67,15,732 Jul 08 to Mar 09 Interest not paid
6 Debenture holders 2,43,91,781 Jan 08 to Mar 09 Interest not paid
7 Debenture holders 59,54,795 April 09 to June09 Interest not
provided ¬ paid
(xii) According to information and explanations given to us, the
company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities. Therefore,
the provisions of clause 4(xii) of the above said order are not
applicable to the Company.
(xiii) The company is not a Chit fund or a nidhi mutual benefit fund/
society. Accordingly, the provisions of clause 4 (xiii) of the above
said order are not applicable to the Company.
(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause
4(xiv)of the Companies (Auditors Report) Order, 2003 is not applicable
to the Company
(xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company during the period for
the purposes for which the loans were obtained.
(xvii) According to the cash flow statement and other records examined
by us and the information and explanations given to us, on an overall
basis, funds raised on short term basis have, prima facie, not been
used during the period for long term investment and vice versa.
(xviii) According to the information and explanation given to us, the
Company during the year has not made preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, the
company has not issued debentures during the year ended March 31, 2010
and hence clause xix is not applicable.
(xx) According to the information and explanations given to us, the
Company has not raised money by way of public issue during year ended
March 31, 2010. Accordingly, the provisions of clause 4(xx) of the
above said order are not applicable to the Company.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the year.
For S. M. Kapoor & Co.
Chartered Accountants
(Shekhar Gupta)
Place : Mumbai Partner
Date : 14th August, 2010 Membership No. 15622