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Auditor Report of Vibros Organics Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of VIBROS ORGANICS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error."

Auditor''s 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 misstatement.

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, 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.

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 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 loss for the year ended on that date;

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

Emphasis of Matters

7. We draw attention to:

Note 2.18 In view of financial constraints being faced by the company and disposal of fixed assets the business activity could not be resumed during the year. The financial statements have been prepared assuming that the Company will continue as a going concern. Management is planning a new line of business activity. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

8. As required under the provisions of Companies (Auditor''s Report) Order, 2003 ("the Order") 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 Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

9. As required by section 227(3) of the Companies Act, 1956, 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 and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and

e) On the basis of written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT (Referred to in Paragraph 7 of our report of even date)

1. During the year there is no fixed assets in the company thus para 4(ii) is not applicable to the company.

2. During the year there is no inventory and no purchase sales in the company thus para 4(ii) is not applicable to the company.

3. (a) During the year company has granted interest free loan to one party covered in the register maintained under section 301 of the Companies Act, 1956 (''The Act''). Maximum amount outstanding during the year was ''2.30 Lacs and year end balance of such loan amounted to NIL. Other then above Company has not granted and loan, secured or unsecured, to companies firms or parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and condition are not prejudicial to the interest of the company.

(c) The loan granted was repayable on demand and has been fully repaid and has been fully repaid during the year.

(d) The loan granted was repaid during the year. Accordingly there was no overdue amount of more than rupees one lac in respect of the loan granted to a body corporate listed in the register maintained under section 301 of the Act.

(e) The Company has taken unsecured loans outstanding as on 31st March, 2014 77.42 Lacs (Maximum amount outstanding in respect of above loan ''77.42 Lacs during the year) from the two parties covered in the register maintained under section 301 of the Companies Act 1956 the terms and condition of the loan are not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business for purchase of inventory, fixed assets and with regard to sale of goods and services. In our opinion there is no continuing failure to correct major weakness in internal control system. However there is no sale and purchase of material and of fixed assets during the year.

5. In our opinion and according to the information & explanation given to us, there is no transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956 for 5,00,000/- or more in respect of each such party.

6. The Company has not accepted any deposit from public; accordingly the provisions of clause (vi) of paragraph 4 of the order are not applicable to the Company.

7. In our opinion the Company has internal control systems commensurate with its size with negligible transaction. However there is no internal audit.

8. The Central Government has not prescribed for the maintenance of cost records under clause (d) of sub section (I) of section 209 of Companies Act 1956.

9. (a) According to the information and explanations given to us, there is no undisputed statutory dues payable in respect of outstanding as at 31st March, 2014 for a period of more than six month from the date they became payable. As explained to us since there is no business activity hence no statutory liability was payable during the year under audit.

(b) As per information given to us there is no disputed statutory due except 1.33 lacs pending in appeal in excise department of earlier years.

10. The company has accumulated losses of ''608.01 Lacs as on 31st March, 2014 which is in excess of 50% of the net worth of the Company. Company has incurred cash loss 1.65 lacs during the year.

11. Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank. The Company has so far not issued any debenture.

12. Based on the documents and records of the company produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. The company does not carry on the business of a chit fund/ nidhi/ mutual benefit fund/ societies during the year.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. The Company has not given any guarantee for loan taken by others from Banks or Financial Institutions.

16. According to the information and explanations given to us, the company has not obtained any term loan during the year.

17. According to the information and explanations given to us, company has not raised any fresh loans from Banks & Financial Institutions during the year.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. Since no debentures have been issued during the year, question of creating securities does not arise.

20. According to the records, the company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the year under audit.

For S.K.MEHTA & CO. Chartered Accountants Firm Registration No. 000478N

Place: New Delhi Sd/-

Date: 21st May 2014 (B.P.Saxena)

Partner M. No.010568


Mar 31, 2013

To the Members of VIBROS ORGANICS LIMITED.

Report on the Financial Statements

1. We have audited the accompanying financial statements of VIBROS ORGANICS 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.

Management''s Responsibility for the Financial Statements

2. 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 tf e 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

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 u: India. Those Standards require that we comply with ethical requirements and plan and perform the audit ro obtain reasonable assurance about whether the financial statements are free from material misstatement.

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.

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 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) hi the case of Cash Flow Statement, of the Cash Flow of the Company for the year ended on that date.

Emphasis of Matters

We draw attention to:

Note 2.24 of the financial statements, in respect of disposal and written off of fixed assets of the Company and discontinue of the main business activity of the Company of manufacturing of NCB/T''NCB. our opinion is not qualified in respect of these matters.

Report on Other liability and Regulatory Requirements

7. As required under the provisions of Companies (Auditor''s Report) Order, 2003 ( ''the Order") 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 Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Companies Act, 1956, 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 dealt with by this report are in agreement with the books uf account.

d) In our opinion, the Balance Sheet and 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;

e) On the basis of written representations received from the directors as on 31« March, 2013 and taken on record by the Board of Directors, we report that none, of the directors is disqualified as on 31* 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.

ANNEXUKBTO THE AUDITORS REPORT OF VIBROS ORGANICS LIMITED.

(Referred to in Paragraph 7 of our report of even date)

1. (a) The Company has maintained records of fixed assets however the same need to be updated & reconciled.

(b) As per the information given to us fixed assets of the company have been physically verified by the management during the year. As per the information and explanation given to us the fixed assets of the company were impaired due to not in use since long period and due to chemical reaction, the same have been written off in the books of accounts at the year end.

(c) During the year Company has disposed off its Land & Building of the only Plant at Sikandrabad. Further as per information given to us all other fixed assets of the company since has been impaired therefore same has been written off at the year end.

2. (a) As explained to us the Inventory has been physically verified by the management during the year and since the same was impaired due to chemical reactions, the same has been written off during the year. There was no inventory in hand at the year end.

(b) In the absence of updated records, it is not possible to ascertain and comment on discrepancy between book records and physical inventory and adjustments to be carried out consequently such verification and ascertainment of amount thereof.

3. a)During the year company has also given interest free loans to one party of Rs. 2.30 Ucs (Maximum amount recoverable in respect of above loan Rs. 2.30 Lacs during the year) covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has taken unsecured loans outstanding as on 31st March, 2013 71.22 Lacs (Maximum amount outstanding in respect of above loan Rs. -135.46 Lacs during the year) from the two parties covered in the register maintained under section 301 of the Companies Act 1956

c) In our opinion, the rate of interest and other terms and condition arc not prejudicial to the interest of the company.

d) There is no stipulation for the repayment of loan and interest thereon.

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 nature of its business with regard to sale of fixed assets. In our opinion there is no continuing failure to correct major weakness in internal control. However there is no sale and purchase of material and no purchase of fixed assets during the year,

5. According to the information & explanation given to us, there is no transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956 for Rs.5,00,000/- or more in respect of each such party.

6. In our opinion and according to the information and explanation given to us the Company has not accepted any deposit from public within the provision of section S8A and 58AA of Companies Act 19S6 and Companies (Acceptance) rules 1975.

7. During the year there is no business activity. As per information given to us there arc internal control systems commensurate with its size with negligible transaction. However There is no internal audit,

8. The Central Government has not prescribed for the maintenance of cost records under clause (d) of sub section (I) of section 209 of Companies Act 1956.

9. (a) According to the information and explanations given to us, there are undisputed statutory dues payable in respect of ESI 1.49 Lacs and Gratuity 0.30 I.acs outstanding as at 31-03-2013 for a period of more than six month from the date they became payable. We are informed that there is no other- statutory liability payable for the year under audit.

(b) As per information given to us there are no disputed statutory dues except Rs. l.33 lacs pending in appeal in excise department

10. The company has accumulated losses of Rs. 606.35 Lacs as on 31.3.2013.

11. Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or hank during the year.

12. Raced on the documents and records of the company produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. The company does not carry on the business of a chit fund.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records.

16. According to the information and explanations given to us, the company has not obtained any term loan during the year.

17. According to the information and explanations given to us, company has not raised any fresh loans from Banks & Financial Institutions during the year.

18. According of the information and explanations given to us, the company has not made preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. Since no debentures have been issued during the year, question of creating securities does not arise.

20. According to the records, the company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the year.

For S.K.Mehta & Co.

Chartered Accountants

(FRN 000478N)

Sd/-

H.P.Saxena

Partner

Place: New Delhi M.No. 10568

Date: 30th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Vibros Organics Limited as at 3'isl March, 2012, the Statement of Profit and Loss and Cash Flow Statement of the Company for die 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 have conducted our audit in accordance with audit 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 amount 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 (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 3 and 4 of the said Order.

4. (i) Further to our comments in the Annexure referred to above, we report that:

(a) Company has civil work in progress of f 163.40 lacs at cost, pending commissioning since financial year 1995-96, hi absence of Technical evaluation of such plant & machinery & constructed structure we are unable to comment whether such Plant & Machinery cV structure is unpaired or not. (Refer Note No. 2.19).

(b) Company lias not charged depreciation amounting to ? 2.52 Lacs for the year on the Fixed Assets (Refer Note. No. 2.25)

(c) Disclosure is not made for discontinuing operations as per AS-24 "Discontinuing Operations", as the company has intended to sell the land and building of its plant a I Sikandarbad and has already received advance from prospective buyer. (Refer Note No. 2.26).

(ii) 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.

(iii) 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.

(iv) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(v) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except AS-28 "impairment of Assets", AS -6 "Depreciation Accounting" and AS-24 "Discontinuing Operations". 14

(vi) We are informed that none of the directors is disqualified as on 31M March 2012 from being appointed as a director in terms of clause (g) of sub-section ('].) of section 274 of the Companies Act, 1956.

(vii) Going concern; Company could not resume its production activity during the year (Refer Note No, 2.18).

Company is a sick company within the meaning of section 3 (1) (o) of the Sick Industrial Companies Act, 1985 and in view of suspension of manufacturing operations of the company, disposal of plant & machinery and intended to sell the Laud. and Building of its plant; ioe are unable to express our opinion on its resuming of production activities in near future.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Significant Accounting Policies and Notes to accounts thereon, subject to Para 4(i), 4(vii) consequently the Loss for the current year of the company has been understated to the extent of ? 2.52 Lacs and to the extent amount not ascertainable on account of impairment of fixed assets if any, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012.

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

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

ANNEXURE TO THE AUDITORS REPORT OF VIBROS ORGANICS LIMITED. (Referred to in Paragraph 3 of our report of even date)

1. (a) The Company lias maintained records of fixed assets however the same need to be updated & reconciled.

(b) The fixed assets are physically verified by the management during the year.

(c) Company has not disposed off its substantias amount of Fixed Assets; however as per information and explanation given to us, Company has intended to sell its Land and Building of plant at Sikandrabad since earlier year and received advance from the prospective buyer however the ownership of that Land & Buildings has not been vested to buyer therefore the said assets are still appearing in the books of account of the company.

2. (a) As explained to us the Inventory has been physically verified by the management at the vear end.

(b) In the absence of updated records, it is not possible to ascertain and comment on discrepancy between book records and physical inventory and adjustments to be earned out consequently to such verification and ascertainment of amount thereof.

3. The Company has taken unsecured loans outstanding as on 3P1 March, 2012 ? 218.85 Lacs ( Maxirnun amount outstanding in respect of above loan ? 218.85 Lacs during the year) from the six parties covered in the register maintained under section 301 of the Companies Act 1956 the terms and condition are not prejudicial to the interest of the company. During the year company has also given interest free loans to two parties of? 106.72 Lacs (Maxirnun amount recoverable in respect of above loan ? 115.04 Lacs during the year) covered in the register maintained under section 301 of the Companies Act, 1956

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 nature of its business with regard to sale of fixed assets. In our opinion there is no continuing failure to correct major weakness in internal control. However there is no sale and purchase of material and no purchase of fixed assets during the year.

5. According to the information & explanation given to us, there is no transaction during the year that sieed to be entered in the register maintained under section 301 of the Companies Act, 1956 for Rs.5,00,000/- or more in respect of each such party.

6. In our opinion and according to the information and explanation given to us the Company has not accepted any deposit from public within the provision of section 58A and 58AA of companies Act 1956 and companies (Acceptance) rules 1975.

7. During the year there is no business activity. As per information given to us there are proper internal control systems commensurate with its size and negligible business transaction. However there is no internal audit.

8. The Central Government has not prescribed for the maintenance of cost records under clause (d) of sub section (I) of section 209 of Companies Act 1956.

9. (a) According to the information and explanations given to us, there arc undisputed statutory dues payable in respect of ESI f 7.49 Lacs and Gratuity ?2.0'1 Lacs outstanding as at 31-03-2012 for a period of more than six month from the date they became payable. We are informed that there is no other statutory liability payable for the year under audil.

(b) As per information given to us there are no disputed statutory dues except ^1.33 Lacs pending in appeal in excise department. 16

10. The company has accumulated losses of ?713.46 Lacs as on 31.3.2012.

11. Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank.

12. Based on the documents and records of the company produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. The company does not carry on the business of a chit fund.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timeiy entries have been made in those records.

16. According to the information and explanations given to us, the company has not obtained any term loan during the year.

17. According to the information and explanations given to us, company has not raised any fresh loans from Banks & Financial Institutions during the year

IS. According to the information and explanations given to us, the company has not made preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. Since no debentures have been issued during the year, question of creating securities does not arise,

20. According to the records, the company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the year For S.K.Mehla & Co.

Chartered Accountants

(FRN 000478N)

Sd/-

Place: New Delhi (B.P.Saxena)

Date: 01/09/2012 M.No. 10568

Partner


Mar 31, 2011

1. We have audited the attached Balance Sheet of Vibros Organics Limited as at 31st March, 2011, the Profit and Loss Account and 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 have conducted our audit in accordance with audit 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 amount 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 (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 3 and 4 of the said Order.

4. (i) Further to our comments in the Annexure referred to above, we report that:

(a) Company has civil work in progress of Rs. 163.40 lacs at cost, pending commissioning since financial year 1995-96. In absence of Technical evaluation of such plant & machinery & constructed structure we are unable to comment whether such Plant & Machinery & structure is impaired or not, as per AS-28 "Impairment of Assets".

(Refer Notes to Accounts Para 4 in Schedule 11).

(b) Company has not charged depreciation amounting to Rs. 2.52 Lacs for the year on the Fixed Assets as required to be charged as per AS-6 "Depreciation Accounting".

(Refer Notes to Accounts Para 10 in Schedule 11)

(c) Disclosure is not made for discontinuing operations as per AS-24 "Discontinuing Operations", as the company has intended to sell the land and building of its plant at Sikandarbad and has already received advance from prospective buyer. (Refer Notes to Accounts Para 11 in Schedule 11).

(ii) 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.

(iii) 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. (iv) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(v) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except AS-28 "Impairment of Assets", AS -6 "Depreciation Accounting" and AS-24 "Discounting Operations".

(vi) We are informed 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.

(vii) Going concern: Company could not resume its production activity during the year (Refer Notes to Accounts Para 3 in Schedule 11). Company is a sick company within the meaning of section 3 (1) (o) of the Sick Industrial Companies Act, 1985 and in view of suspension of manufacturing operations of the company, disposal of plant & machinery and intended to sell the Land and Building of its plant; we are unable to express our opinion on its resuming of production activities in near future.

(viii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Significant Accounting Policies and Notes to accounts thereon, subject to Para 4(i), 4(vii) consequently the Loss for the current year of the company has been understated to the extent of Rs. 2.52 Lacs and to the extent amount not ascertainable on account of impairment of fixed assets and discontinuing operations, if any, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

a) In the case of the Balance Sheet of the state of affairs of the Company as at 3 Is' March, 2011.

b) In the case of 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 Flow of the Company for the year ended on that date. ANNEXURE TO THE AUDITORS REPORT OF VIBROS ORGANICS LIMITED. (Referred to in Paragraph 3 of our report of even date)

1. (a) The Company has maintained records of fixed assets however the same need to be updated & reconciled.

(b) The fixed assets are physically verified by the management during the year.

(c) Company has not disposed off its substantial amount of Fixed Assets; however as per information and explanation given to us, Company has intended to sell its Land and Building of plant at Sikandrabad since earlier year and received advance from the prospective buyer however the ownership of that Land & Buildings has not been vested to buyer therefore the said assets are still appearing in the books of account of the company.

2. (a) As explained to us the Inventory has been physically verified by the management at the year end. * (b) In the absence of updated records, it is not possible to ascertain and comment on discrepancy between book records and physical inventory and adjustments to be carried out consequently to such verification and ascertainment of amount thereof.

3. The Company has taken unsecured loans outstanding as on 3T' March, 2011 X 218.85 Lacs ( Maximum amount outstanding in respect of above loan Rs. 218.85 Lacs during the year) from the six parties covered in the register maintained under section 301 of the Companies Act 1956. Company has also given interest free loans to two parties outstanding at the year end 115.04 Lacs (Maximum amount recoverable in respect of above loan Rs. 115.04 Lacs during the year) covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion terms and conditions are not 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 nature of its business with regard to sale of fixed assets. In our opinion there is no continuing failure to correct major weakness in internal control. However there is no sale and purchase of material and no purchase of fixed assets during the year.

5. According to the information & explanation given to us, there is no transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956 for Rs.5,00,000/- or more in respect of each such party.

6. In our opinion and according to the information and explanation given to us the Company has not accepted any deposit from public within the provision of section 58A and 58AA of companies Act 1956 and companies (Acceptance) rules 1975.

7. During the year there is no business activity. As per information given to us there are proper internal control systems commensurate with its size and negligible business transaction. However there is no internal audit.

8. The Central Government has not prescribed for the maintenance of cost records under clause (d) of sub section (I) of section 209 of Companies Act 1956.

9. (a) According to the information and explanations given to us, there are undisputed statutory dues payable in respect foes Rs. 1.49 Lacs, Sales Tax Rs. 1.00 Lac and Gratuity Rs. 2.01 Lacs outstanding as at 31 -03-2011 for a period of more than six month from the date they became payable. We are informed that there is no other statutory liability payable for the year under audit.

(b) As per information given to us there are no disputed statutory dues except" 1.33 Lacs pending in appeal in excise department.

10. The company has accumulated losses of Rs.695.93 Lacs as on 31.3.2011.

11. Based on our examination and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank.

12. Based on the documents and records of the company produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. The company does not carry on the business of a chit fund.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. Based on our examination of the records and evaluation of the related internal controls, we are of the

opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records.

16. According to the information and explanations given to us, the company has not obtained any term loan during the year.

17. According to the information and explanations given to us, company has not raised any fresh loans from Banks & Financial Institutions during the year.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. Since no debentures have been issued during the year, question of creating securities does not arise.

20. According to the records, the company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the year

For S.K.Mehta & Co.

Chartered Accountants

(FRN000478N)

Sd/-

Place: New Delhi (B.P.Saxena)

Date: 02/09/2011 M.No. 10568

Partner


Mar 31, 2010

We have audited the attached Balance Sheet of M/s Vibros Organics Limited as at 31st March, 2010, the Profit and Loss Account and 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.

1. We have conducted our audit in accordance with audit 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 amount 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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

(a) The company has not charged depreciation amounting to Rs.2.52 Lacs for the year on the Fixed Assets. (Refer Note No.13)

(b)The Company has civil work in progress of Rs.163.40 lacs pending since financial year 1995-96 at cost. In absence of Technical evaluation of such plant & machinery & constructed structure we are unable to comment whether such Plant & Machinery & structure is impaired or not. (Refer Note No.4)

(c) Secured loans are not confirmed / reconciled.

(d) During the year loan payable to a Bank i.e. State Bank of Bikaner & Jaipur Rs.53.57 Lacs appearing in the books of account has been written back, for which formal settlement approval is not received from the Bank (Refer Note No. 12)

3.

(i) 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.

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except AS-28 Impairment of Assets, AS-6 Depreciation on Fixed Assets.

(v) We are informed that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) Going concern: Company could not resume its production activity during the year (refer note 4).

Company is a sick company within the meaning of section 3 (1) (O) of the Sick Industrial Companies Act, 1985 and in view of suspension of manufacturing operations of the company, and disposal of plant & machinery; we are unable to express our opinion on its resuming of production activities in near future.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Significant Accounting Policies and Notes to accounts thereon, subject to para 2(a) to 2 (d), 3(iv) & 3(vi), consequently the Profit for the current year of the company has been overstated to the extent of Rs.2.52 lacs and to the extent amount not ascertainable on account of impairment of fixed assets, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

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

(2) In the case of the Profit and Loss Account of the Profit for the year ended on that date.

(3) In the case of Cash Flow Statement, of the Cash Flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT OF M/s VIBROS ORGANICS LIMITED. {Referred to in Paragraph III of our report of even date)

1.

(a) The Company has maintained records of fixed assets however the same need to be updated & reconciled.

(b) The fixed assets are physically verified by the management during the year.

(c) Company has not disposed off its substantial amount of Fixed Assets, however during the year Company has intended to sell its Land and Building of plant at Sikandrabad and received advance from the prospective buyer.

2.

(a) As explained to us the Inventory has been physically verified by the management at the year end.

(b) In the absence of updated records, it is not possible to ascertain and comment on discrepancy between book records and physical inventory and adjustments to be carried out consequently to such verification and ascertainment of amount thereof. However company has written off its inventory during the year due to the reason that the same had lost its intrinsic value and had no realizable value,

3. The Company has taken unsecured loans from the six Companies and other parties covered in the register maintained under section 301 of the Companies Act 1956 of Rs.218.85 Lacs and the terms and condition are not prejudicial to the interest of the company. During the year company has also given interest free loans to two companies of Rs.113 Lacs covered in the register maintained under section 301 of the Companies Act 1956

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 nature of its business with regard to sale of fixed assets. In our opinion there is no continuing failure to correct major weakness in internal control. However there is no sale and purchase of material and no purchase of fixed assets during the year.

5. According to the information & explanation given to us, there is no transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956 for Rs.5,00,000/- or more in respect of each such party.

6. In our opinion and according to the information and explanation given to us the Company has not accepted any deposit from public within the provision of section 58A and 58AA of companies Act 1956 and companies (Acceptance) rules 1975.

7. During the year there is no business activity. As per information given to us there are proper internal control systems commensurate with its size and negligible business transaction. However there is no internal audit.

8. The Central Government has not prescribed for the maintenance of cost records under clause (d) of sub section (I) of section 209 of Companies Act 1956.

9. (a) According to the information and explanations given to us, there are undisputed statutory dues payable in respect of ESI Rs.1.48 lacs and sales tax Rs.1.00 lac outstanding as at 31-03-2010 for a period of more than six month from the date they became payable. We are informed that there is no other statutory liability payable for the year under audit.

(b) As per information given to us there are no disputed statutory dues.

10. The company has accumulated losses of Rs.693.71 Lacs as on 31.3.2010.

11. According to the information and explanation given to us, the company has defaulted in repayment of dues to a bank of Rs.0.70 lac as on 31.3.2010 outstanding as per books of accounts of the company.

12. Based on the documents and records of the company produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. The company does not carry on the business of a chit fund.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the company has not obtained any term loan during the year.

16. According to the information and explanations given to us, company has not raised any fresh loans from Banks & Financial Institutions during the year.

17. According to the information and explanations given to us, the company has not made preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

18. Since no debentures have been issued during the year, question of creating securities does not arise.

19. According to the records, the company has not raised any money by public issue during the year.

20. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the year

For S.K.MEHTA&CO. Chartered Accountants (Firm Reg. No.00478 N)

Place; New Delhi Dated: 2/09/2010 (JYOTI BAGGA) Partner M.No.87002


Mar 31, 2009

We have audited the attached Balance Sheet of M/s Vibros Organics Limited as at 31st March, 2009 and also the Profit and Loss Account for die 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 have conducted our audit in accordance with audit 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 amount 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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order. j

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

(a) The Company has not made provision for interest payable on loan to SBBJ and PICUP-amount not ascertainable. (Refer Note No.11)

(b) The company has not charged depreciation amounting to Rs. 6.37 Lacs for the year on the Fixed assets. (Refer Note No.14)

(c) The Company has not amortised public issue expenses Rs.10.20 lacs. I (Refer Note No. 13).

(d) The Company has civil work in Progress of Rs.163.40 lacs pending since financial year 1995-96 at cost . In absence of Technical evaluation of such construction we are unable to comment whether such structure is usable or not. (Refer Note No.4)

(e) Secured loans are not confirmed / reconciled.

(i) 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.

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

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

(iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) We are informed that none of the directors is disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) Going concern

Company could not resume its production activity during the year (refer note 4) and has sold its plant & machinery.

(vii) Company is a sick company within the meaning of section 3 (1) (O) of the Sick Industrial Companies Act, 1985 and in view of suspension of manufacturing operations of the company, and disposed of plant & machinery; we are unable to express our opinion on its resuming of production activities in near future.

(viii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Significant Accounting Policies and Notes to accounts thereon , subject to para 2(a) to 2 (f), 3(iv) & 3(vi) consequently the loss for the current year of the company has been understated to the extent of Rs. 16.57 lacs and to the extent amount not ascertainable give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :- ,/

(1) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2009 and

(2) In the case of the Profit and Loss Account of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT OF M/s VIBROS ORGANICS LIMITED.

(Referred to in Paragraph III of our report of even date)

(a) The Company has maintained proper records of fixed assets however the same need to be updated & reconciled..

(b) The fixed assets are physically verified by the management during the year.

2.

(a) As explained to us that the Inventory has been physically verified by the management at the year end.

(b) In the absence of updated records, it is not possible to ascertain and comment on discrepancy between book records and physical inventory and adjustments to be carried out consequently to such verification and ascertainment of amount thereof. However company has written off its inventory during the year due to the reason that the same had lost its intrinsic value and had no realizable value.

3. The Company has taken unsecured loans from the Companies and other parties covered in the register maintained under section 301 of the Companies Act 1956 of Rs.224,45 Lacs and the terms and condition are not 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 nature of its business with regard to sale of fixed assets. In our opinion there is no continuing failure to correct major weakness in internal control. However there is no sale and purchase of material and no purchase of fixed assets during the year.

5. According to the information & explanation given to us, there is no transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956 for Rs.5,00,000 or more in respect of each such party.

6. In our opinion and according to the information and explanation given to us the Company has not accepted any deposit from public within the provision of section 58A and 58 AA of companies Act 1956 and companies (Acceptance) rules 1975.

7. During the year there is no business activity. As per information given to us there are proper internal control systems commensurate with its size and negligible business transaction. However there is no internal audit.

8. The Central Government has not prescribed for the maintenance of cost records under clause (d) of sub section (I) of section 209 of Companies Act 1956.

9. (a) According to the information and explanations given to us, there are undisputed statutory dues payable in respect of ESI Rs.1.48 lacs and sales tax Rs. 1 lac outstanding as at 31-03-2009 for a period of more than six month from the date they became payable. We are informed that there is no other s statutory liability payable for the year under audit.

(b) As per information given to us there are no disputed statutory dues.

10. The company has accumulated losses of Rs 720.32 lacs as on 31.3.2009.

11. According to the information and explanation given to us, the company has defaulted in repayment of dues to a bank of Rs.129.57 lacs and Rs. 111.88 lacs to a financial institution as on 31.3.2009 outstanding as per books of accounts of the company.

12. Based on the documents and records of the company produced before us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities .

13. The company does not carry on the business of a chit fund.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the company has not obtained any term loan during the year.

16. According" to the information and explanations given to us, company has not raised any fresh loans from Banks & Financial Institutions during the year.

17. According to the information and explanations given to us, the company lias made no preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

18. Since no debentures have been issued during the year, question of creating securities does not arise.

19. According to records, the company has not raised any money by public issue during the year.

20. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the year.

For S.K.MEHTA & CO.

Chartered Accountants

Place: New Delhi J. BAGGA

Date: 18/08/2009 M. No.: 87002

 
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