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Auditor Report of Vikram Thermo (India) Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of VIKRAM THERMO (INDIA) LIMITED ("the Company"), which comprises 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 stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting standards and Auditing standards and matters which are required to be included in the audit report under the provision of the Act and Rules made there under.

We conducted our audit in accordance with the Standards on Auditing Specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that gives true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such control. An audit also includes the evaluating appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of the affairs of the Company as at 31 March 2015 and its Profit and its cash flows for the year ended on the date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and 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 it appears from our examination of those books.

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

d) In our opinion, the aforesaid standalone financial statement comply with the Accounting Standards specified under section 133 of the Act, read with the Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act.

f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company does not have long term contract including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

With reference to the Annexure referred to in paragraph 1 in Report on Other Legal and Regulatory Requirements of the Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

I) In respect of Fixed Assets:

i) The company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

ii) We have been informed that the fixed assets were physically verified during the year by the Management in accordance with a program of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancy were noticed on such verification.

II) In respect of Inventories:

i) The inventory of the company has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

ii) In our opinion and according to the information and explanations given to us, the procedure of physically verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

iii) The company has maintained proper records of inventory, as explained to us there were no material discrepancy between the physical stock and the book stock is noticed on physical verification.

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.


During the course of our audit we have not observed any major weaknesses in the internal control system.

V) The Company has not accepted any deposits from the public within the meaning of section 73 and 74 of the Act and the rules framed there under to the extent notified.

VI) We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost record under section 148(1) of the Companies Act,2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

VII) (a) The company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and there is no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.


IX) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to the banks. The Company has not obtained any borrowing from financial institution or by way of debentures.

X) According to the records of the Company and information given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

XI) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were obtained.

XII) In our opinion 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. Date : 27.05.2015 For,B.A Raj para & Co.

Place : Ahmedabad Chartered Accountants

(B.A Raj para)

Proprietor

MRN : 034451

FRN : 108472W


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with the Accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement, comply with the Accounting Standards notified under 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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date)

1. In respect of Fixed Assets:

i) The company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

ii) We have been informed that the fixed assets were physically verified during the year by the Management in accordance with a program of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancy were noticed on such verification.

iii) The fixed assets disposed off during the year, in our opinion do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

2. In respect of Inventories:

i) The inventory of the company has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

ii) In our opinion and according to the information and explanations given to us, the procedure of physically verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

iii) The company has maintained proper records of inventory, as explained to us there were no material discrepancy between the physical stock and the book stock is noticed on physical verification.

3. The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(f) and 4(iii)(g) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to the purchases of inventories and fixed assets and with regard to sales of goods and services.

During the course of our audit we have not observed any major weaknesses in the internal control system.

5. According to the information & explanation given to us, the particular of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

According to information and explanation given to us, transaction made in pursuance of such contract or arrangements have been made at prices which are reasonable having regarding to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties.

6. According to the information & explanation given to us, The Company has not accepted any deposits from the public. Therefore, the provision of clause (vi) of paragraph 4 of the order are not applicable.

7. In our opinion, the company has adequate internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost record under section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

9. In respect of statutory dues:

According to information and explanation given to us and the records of the company examined by us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Cess and other statutory dues with the appropriate authorities during the year.

There are no unpaid disputed government statutory dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess etc.

10. The company does not have accumulated losses at the end of the financial year and the company has not incurred cash losses during the current and immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to the banks. The Company has not obtained any borrowing from financial institution or by way of debentures.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, paragraph 4(xiii) of the order is not applicable.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Based on our examination of the records the Company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name.

15. According to the records of the Company and information given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. Therefore, paragraph 4(xv) of the order is not applicable.

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

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures.

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

21. In our opinion 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, B.A.Rajpara & Co.

Chartered Accountants

(B.A.RAJPARA)

Proprietor

Dated : 27.05.2014 M. No. 034451

Place : Ahmedabad. FRN No. 108472W


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of VIKRAM THERMO (INDIA) 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

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India including Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers 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 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, 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date)

1. In respect of Fixed Assets:

i) The company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

ii) We have been informed that the fixed assets were physically verified during the year by the Management in accordance with a program of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancy was noticed on such verification.

iii) The fixed assets disposed off during the year, in our opinion do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

2. In respect of Inventories:

i) The inventory of the company has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

ii) In our opinion and according to the information and explanations given to us, the procedures of physically verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

iii) The company has maintained proper records of inventory, as explained to us there were no material discrepancy between the physical stock and the book stock is noticed on physical verification.

3. The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(f) and 4(iii)(g) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to the purchases of inventories and fixed assets and with regard to sales of goods and services.

During the course of our audit we have not observed any major weaknesses in the internal control system.

5. According to the information & explanation given to us, the particular of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

According to information and explanation given to us, transaction made in pursuance of such contract or arrangements have been made at prices which are reasonable having regarding to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties.

6. According to the information & explanation given to us, The Company has not accepted any deposits from the public. Therefore, the provision of clause (vi) of paragraph 4 of the order are not applicable.

7. In our opinion, the company has adequate internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost record under section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

9. In respect of statutory dues:

According to information and explanation given to us and the records of the company examined by us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Cess and other statutory dues with the appropriate authorities during the year.

The dues outstanding in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess on account of any dispute are as follows:

Name of the statute Nature of dues Amount Rs.

Income Tax Act, 1961 Income Tax 3,38,980/-

Name Period to which the amount relates Forum where dispute is pending

Income Tax Act, 1961 A.Y 2009-10 Commissioner (Appeal)

10. The company does not have accumulated losses at the end of the financial year and the company has not incurred cash losses during the current and immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to the banks. The Company has not obtained any borrowing from financial institution or by way of debentures.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, paragraph 4(xiii) of the order is not applicable.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Based on our examination of the records the Company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name.

15. According to the records of the Company and information given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. Therefore, paragraph 4(xv) of the order is not applicable.

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

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures.

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

21. In our opinion 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, B.A.Rajpara & Co.

Chartered Accountants

(B.A.RAJPARA)

Proprietor

Dated : 27.05.2013 M. No. 34451

Place : Ahmedabad. FRN No. 108472W


Mar 31, 2012

We have audited the attached Balance Sheet of M/S. VIKRAM THERMO (INDIA) LTD. as at 31st March, 2012 and also the Statement of Profit & Loss and the Cash Flow Statement of the Company for the year ended on that date annexed there to. 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.

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

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

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

3 The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

4 In our opinion, the balance sheet, statement of profit & toss and cash flow statement dealt with by this report are in compliance with Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956, in so far as they apply to the Company.

5 As per the representation made to us by all the directors of the Company and taken on record by the Board of Directors, none of the director is disqualified from being appointed as director under section 274(l)(g) of the Companies Act 1956.

6 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, give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii In the case of Statement of Profit & Loss, of the profit for the year ended on that date and

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

7 As required by the Companies (Auditors' Report) order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state on the matters specified in paragraph 4 and 5 of the said order to the extent applicable as folLows :

i) The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

We have been informed that the fixed assets were physically verified during the year by the Management in accordance with a program of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancy were noticed on such verification.

During the year Company has not disposed off any substantial part of fixed assets.

ii) The inventory of the Company has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

In our opinion, the procedure of physically verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

The Company has maintained proper records of inventory and no material discrepancy between the physical stock and the book stock is noticed on physical verification.

iii) The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(f) and 4(iii)(g) of the order are not applicable to the Company.

iv) In our opinion and according to the information and explanation given to us, there is adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventories and fixed assets and with regard to sales of goods and services.

During the course of our audit no major weakness has been noticed in the internal control procedures.

v) According to the information & explanation provided to us, the particular of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

According to information and explanation provided to us, transaction made in pursuance of such contract or arrangements have been made at prices which are reasonable having regarding to the prevailing market prices at the relevant time where such market prices are available with the Company or the prices at which transactions for similar goods or services have been made with other parties.

vi) The Company has not accepted any deposits under the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

Accordingly, the provision of clause 4(vi) of the order are not applicable.

vii) In our opinion the Company has adequate internal audit system commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost record under section 209(l)(d) of the Companies Act,1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

ix) According to information and explanation given to us and the records of the Company examined by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Cess and other statutory dues with the appropriate authorities during the year.

The dues outstanding in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess on account of any dispute are as follows:

Name of the statute Nature of dues Amount Rs. Period to which the amount relates Forum where dispute is pending

Income Tax Act, 1961 Income Tax 3,38,980/- A.Y 2009-10 Commissioner (Appeal)

x) The Company does not have accumulated losses at the end of the year and the Company has not incurred cash losses during the current and immediately preceding financial year.

xi) According to the records of the Company, the Company does not have any outstanding dues payable to any financial institution or debenture holders. It has not defaulted in repayment of its dues to bank during the year.

xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion and according to the information and explanation given to us, the Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly paragraph 4(xiii) of the order is not applicable.

xiv) The Company has not dealt or traded in shares, securities, debentures or other investments during the year. Accordingly paragraph 4(xiv) of the order is not applicable.

xv) According to the records of the Company, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly paragraph 4(xv) of the order is not applicable.

xvi) In our opinion and according to the information and explanation given to us, during the year Company has not raised any term loan.

xvii) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented by the Management, Funds raised on short term basis have, prima facie, not been used during the year for long term investments.

xviii) The Company has not made any preferential allotment to parties and companies covered in the register maintained under section 301 of the Act during the year.

xix) The Company has not issued any debentures.

xx) The Company has not raised any money by public issue during the year.

xxi) To the best of our knowledge and belief and as per the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year.

For, B.A.Rajpara & Co.

Chartered Accountants

(B.A.RAJPARA)

Proprietor

Dated : 06.08.2012 M. No. 34451

Place : Ahmedabad. FRN No. 108472W


Mar 31, 2010

We have audited the attached Balance Sheet of M/S. VIKRAM THERMO (INDIA) LTD. as at 31st March, 2010 and also the Profit & Loss account and the Cash Flow Statement of the Company for the year ended on that date annexed there to. 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.

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

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

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

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

(4) In our opinion, the balance sheet & profit & loss account and cash flow statement dealt with by this report are in compliance with Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956, in so far as they apply to the company.

(5) As per the representation made to us by all the directors of the company and taken on record by the Board of Directors, none of the director is disqualified from being appointed as director under section 274(1)(g) of the Companies Act 1956.

(6) 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 under schedule - P and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet of the state of affairs of the company as at 31 st March, 2010 and

ii) In the case of Profit & Loss Account, the profit of the company for the year ended on that date.

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

(7) As required by the Companies (Auditors Report) order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Act and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state on the matters specified in paragraph 4 and 5 of the said order to the extent applicable as follows :

i) The company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

We have been informed that the fixed assets were physically verified during the year by the Management in accordance with a program of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancy was found during the verification.

During the year company has not disposed off any substantial part of fixed assets.

ii) The inventory of the company has been physically verified by the Management during the year. In our opinion the frequency of verification is reasonable.

In our opinion, the procedure of physically verification of inventory followed by the Management is reasonable and adequate in relation to the size of the company and nature of its business.

The company has maintained proper records of inventory and no material discrepancy between the physical stock and the book stock is noticed on physical verification.

iii) The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(f) and 4(iii)(g) of the order are not applicable to the Company.

iv) There are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventories and fixed assets and with regard to sales of goods and services.

During the course of our audit no major weakness has been noticed in the internal control procedures.

v) According to the information & explanation provided to us, the particular of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

According to information and explanation provided to us, transaction made in pursuance of such contract or arrangements have been made at prices which are reasonable having regarding to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties.

vi) The company has not accepted any deposits under the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

vii) In our opinion the company has adequate internal audit system commensurate with the size and nature of its business.

viii) We are informed that Central Government has not prescribed for maintenance of cost records under section 209(1)(d) of the Companies Act 1956 for the products of the company.

ix) According to information and explanation given to us and the records of the company examined by us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Cess and other statutory dues with the appropriate authorities during the year.

There are no unpaid disputed statutory dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess.

x) The company does not have accumulated losses at the end of the year and the company has not incurred cash losses during the current and immediately preceding financial year.

xi) According to the records of the Company, the company does not have any outstanding dues payable to any financial institution or debenture holders. It has not defaulted in repayment of its dues to bank during the year.

xii) The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion and according to the information and explanation given to us, the company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly paragraph 4(xiii) of the order is not applicable.

xiv) The company has not dealt or traded in shares, securities, debentures or other investments during the year.

xv) According to the records of the Company, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) In our opinion and according to the information and explanation given to us, during the year company has not raised any term loan.

xvii) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented by the Management, Funds raised on short term basis have, prima facie, not been used during the year for long term investments.

xviii) The company has not made any preferential allotment to parties and companies covered in the register maintained under section 301 of the Act during the year.

xix) The Company has not issued any debentures.

xx) The company has not raised any money by public issue during the year.

xxi) To the best of our knowledge and belief and as per the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year.

FOR, B. A. RAJPARA & CO.

CHARTERED ACCOUNTANTS

PLACE : AHMEDABAD.

DATE : 29.07.2010

(B. A. RAJPARA)

PROPRIETOR

FRN NO 108472W



 
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