Mar 31, 2018
AUDITORSâ REPORT
Independent Auditorâs Report
To the Members of Walchand PeopleFirst Limited,
Report on the Ind AS Financial Statements
We have audited the accompanying financial statements of Walchand PeopleFirst Limited (âthe Company''), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flow for the year then ended and the statement of changes in equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Act'') with respect to the preparation of Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules made thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the 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 Ind AS 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 Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 financial position of the company as at March 31, 2018, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other Matter
The Company had prepared separate sets of statutory financial statements for the year ended 31 March 2017 and 31 March 2016 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued auditor''s reports to the shareholders of the Company dated 21 April 2017 and 27 April 2016, respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Order'') issued by the Government of India - Ministry of Corporate Affairs, in terms of sub-section (11) of section 143 of the Act, we enclose in the âAnnexure - Aâ, a statement on the matters specified in paragraphs 3 and 4 of the said Order.
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 purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, statement of changes in equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
(d)In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.
(e)On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the director is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and
(g) With respect to the other matters to be included in the Auditorâs 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 has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note no. 29 to the Ind AS financial statements;
ii. The Company does not have any long-term contracts having material foreseeable losses. The company does not have any derivative contracts;
iii. There were no amounts during the year which were required to be transferred, to the Investor Education and Protection Fund by the Company;
(Referred to in paragraph 1 under the heading âReport on Other Legal and Regulatory Requirementsâ of our Report of even date on the financial statements for the year ended on March 31, 2018, of Walchand PeopleFirst Limited)
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) In absence of inventories, clauses (ii) of the Order are not applicable to the Company.
(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub-clause (a),
(b) and (c) are not applicable.
(iv) As the company doesnât have any loans, investments, guarantees or securities provided in terms of section 185 & 186 of the Companies Act, 2013, the clause
(iv) of the Order is not applicable.
(v) The Company has not accepted any deposits from the public to which the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 or the Companies (Acceptance of Deposit) Rules 2014 or the directives issued by the Reserve Bank of India apply.
(vi) We have been informed that the Company is not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013, which has been relied upon.
(vii) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income Tax, Sales Tax, Service Tax, Goods and Service Tax and any other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, there are no arrears of undisputed statutory dues which remained outstanding as at March 31, 2018, for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and records of the Company, the dues outstanding of property tax and municipal tax which have not been deposited on account of any dispute, are as follows:
Name of statute |
Nature of dues |
Amount (Rs. In Lakhs) |
Period to which the amount relates |
Forum where disputes pending |
Municipal Corporation of Greater Mumbai(BMC) |
Property Tax |
289.02 |
2000-01 to 2017-18 |
Bombay High Court |
Mumbai Port Trust |
Municipal Dues |
147.56 |
1st Jan.â99 to 31st Marchâ 18 |
City Civil Court |
(viii) According to the information and explanations given to us, the Company has not taken any money from any financial institution, bank or debenture holder, and hence clause 3(viii) of the order is not applicable to the Company.
(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year.
(x) According to the information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.
(xiii) All transactions with related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Ind AS financial statement as required by the applicable accounting standards.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence clause 3 (xiv) of the Order is not applicable to the Company.
(xv) The Company has not entered into any non-cash transactions with directors or persons connected with him and hence clause 3(xv) of the Order is not applicable to the Company.
(xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of WalchandPeoplefirst Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the Ind AS financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For K. S. Aiyar & Co.
Chartered Accountants ICAI
Firm Registration No: 100186W
Satish Kelkar
Place: Mumbai Partner
Date: May 2, 2018 Membership No.: 38934
Mar 31, 2017
To the Members of Walchand PeopleFirst Limited,
Report on the Financial Statements
We have audited the accompanying financial statements of Walchand PeopleFirst Limited (âthe Company''), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Act'') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Order'') issued by the Government of India - Ministry of Corporate Affairs, in terms of sub-section (11) of section 143 of the Act, we enclose in the âAnnexure - A'', a statement on the matters specified in paragraphs 3 and 4 of the said Order.
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 purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the director is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure B''; and
(g) 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 has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note no. 23 to the financial statements;
ii. The Company does not have any long-term contracts having material foreseeable losses. The company does not have any derivative contracts;
iii. There were no amounts during the year which were required to be transferred, to the Investor Education and Protection Fund by the Company;
iv. The company has provided requisite disclosures in its financial statements as to holdings as well as dealings in âSpecified Bank Notes'' during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company - Refer Note no. 27 to the financial statement.
Annexure - A to the Auditorâs Report
(Referred to in paragraph 1 under the heading âReport on Other Legal and Regulatory Requirements'' of our Report of even date on the financial statements for the year ended on March 31, 2017, of Walchand PeopleFirst Limited)
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) In absence of inventories, clauses (ii) of the Order are not applicable to the Company.
(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub-clause (a), (b) and (c) are not applicable.
(iv) As the company doesn''t have any loans, investments, guarantees or securities provided in terms of section 185 & 186 of the Companies Act, 2013, the clause (iv) of the Order is not applicable.
(v) The Company has not accepted any deposits from the public to which the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 or the Companies (Acceptance of Deposit) Rules 2014 or the directives issued by the Reserve Bank of India apply.
(vi) We have been informed that the Company is not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013, which has been relied upon.
(vii) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, sales tax, wealth tax, income-tax and service tax and other statutory dues. Based on our audit procedures and according to the information and explanations given to us, there are no arrears of undisputed statutory dues which remained outstanding as at March 31, 2017, for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and records of the Company, the dues outstanding of income-tax, customs duty, wealth-tax, service Tax, and cess which have not been deposited on account of any dispute, are as follows:
Name of statute |
Nature of dues |
Amount (Rs. In Lakhs) |
Period to which the amount relates |
Forum where disputes pending |
Municipal Corporation of Greater Mumbai(BMC) |
Property Tax |
284.97 |
2000-01 to 2016-17 |
Bombay High Court |
Mumbai Port Trust |
Municipal Dues |
137.13 |
1st Jan.''99 to 31st March'' 17 |
City Civil Court |
(viii)According to the information and explanations given to us, the Company has not taken any money from any financial institution, bank or debenture holder, and hence clause 3(viii) of the order is not applicable to the Company.
(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year.
(x) According to the information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.
(xiii) All transactions with related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the financial statement as required by the applicable accounting standards.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence clause 3 (xiv) of the Order is not applicable to the Company.
(xv) The Company has not entered into any non-cash transactions with directors or persons connected with him and hence clause 3(xv) of the Order is not applicable to the Company.
(xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Annexure - B to Auditorâs Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Walchand Peoplefirst Limited (âthe Companyâ) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For K. S. Aiyar & Co.
Chartered Accountants
ICAI Firm Registration No: 100186W
Satish Kelkar
Place: Mumbai Partner
Date: April 21, 2017 Membership No.: 38934
Mar 31, 2016
Independent Auditorâs Report
To the Members of Walchand PeopleFirst Limited,
Report on the Financial Statements
We have audited the accompanying financial statements of Walchand PeopleFirst Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 auditorâs 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 Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true unfair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Government of India - Ministry of Corporate Affairs, in terms of sub-section (11) of section 143 of the Act, we enclose in the Annexure - A, a statement on the matters specified in paragraphs 3 and 4 of the said Order.
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 purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as 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 statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and
(g)With respect to the other matters to be included in the Auditorâs 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 has disclosed the impact of pending litigations on its financial position in its financial statements â Refer note 22 to the Financial Statements;
ii. The Company does not have any long-term contracts having material foreseeable losses. The company does not have any derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
: Annexure - A to the Auditorâs Report {
(Referred to in paragraph 1 under the heading âReport on Other Legal and Regulatory Requirementsâ of our Report of even date on the financial statements for the year ended on March 31, 2016, of Walchand PeopleFirst Limited)
(i) (a)The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b)The fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) In absence of inventories, clauses (ii) of the Order are not applicable to the Company.
(iii)As informed, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub-clause (a), (b) and (c) are not applicable.
(iv)As the company doesnât have any loans, investments, guarantees or securities provided in terms of section 185 & 186 of the Companies Act, 2013, the clause
(iv) of the Order is not applicable.
(v) The Company has not accepted any deposits from the public to which the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 or the Companies (Acceptance of Deposit) Rules 2014 or the directives issued by the Reserve Bank of India apply.
(vi)We have been informed that the Company is not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013, which has been relied upon.
(vii)(a)According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, sales tax, wealth tax, income-tax and service tax and other statutory dues. Based on our audit procedures and according to the information and explanations given to us, there are no arrears of undisputed statutory dues which remained outstanding as at March 31, 2016, for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and records of the Company, the dues outstanding of income-tax, customs duty, wealth- tax, service tax, and cess which have not been deposited on account of any dispute, are as follows:
Name of statute |
Nature of dues |
Amount (Rs. In Lacs) |
Period to which the amount relates |
Forum where disputes pending |
Income Tax |
Income Tax |
4.86 |
2009-10 |
CIT(A) |
Act, 1961 |
45.06 |
2012-13 |
CIT(A) |
|
Municipal Corporation of Greater Mumbai (BMC) |
Property Tax |
279.91 |
2000-01 to 2015-16 |
Bombay High Court |
Mumbai Port |
Municipal |
128.13 |
1"* Jan.*99to |
City Civil |
Trust |
Dues |
31* Marchâ 16 |
Court |
(viii)According to the information and explanations given to us, the Company has not taken any money from any financial institution, bank or debenture holder, and hence clause 3(viii) of the order is not applicable to the Company.
(ix)The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year.
(x) According to the information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii)In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.
(xiii)All transactions with related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the financial statement as required by the applicable accounting standards.
(xiv)The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence clause 3 (xiv) of the Order is not applicable to the Company.
(xv)The Company has not entered into any non-cash transactions with directors or persons connected with him and hence clause 3(xv) of the Order is not applicable to the Company.
(xvi)According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
I Annexure-B to Auditorâs report ,
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Walchand People first Limited (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance With generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For K. S. Aiyar & Co.
Chartered Accountants
ICAI Firm Registration No. 100186W
Satish Kelkar
Place: Mumbai Partner
Date: April 27, 2016 Membership No: 38934
Mar 31, 2015
We have audited the accompanying financial statements of Walchand
PeopleFirst Limited ('the Company'), which comprise the Balance
Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone 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 financial statements that give
a true and fair view of the financial position, financial performance
and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
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 give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well
as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015, and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015
('the Order') issued by the Government of India - Ministry of
Corporate Affairs, in terms of sub-section (11) of section 143 of the
Act, we enclose in the annexure a statement on the matters specified in
paragraphs 3 and 4 of the said Order.
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
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as 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 statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
directors as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(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 has disclosed the impact of pending litigations on its
financial position in its financial statement - Refer note 24.
ii. The Company does not have any long-term contracts having material
foreseeable losses. The company does not have any derivative
contracts;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 1 under
the heading 'Report on Other Legal and Regulatory Requirements' of our
Report of even date on the financial statements for the year ended on
March 31, 2015, of Walchand PeopleFirst Limited)
(i) (a)The Company has maintained proper records showing full particu
-lars including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management
during the year. In our opinion the frequency of verification is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such
verification.
(ii) In absence of inventories, clauses (ii)(a),(ii)(b) & (ii)(c) of
the Order are not applicable to the Company.
(iii) As informed, 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. Accordingly,
sub-clause (a) and (b) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of this area.
(v) The Company has not accepted any deposits from the public to which
the provisions of section 73 to 76 or any other relevant provisions of
the Companies Act, 2013 or the Companies (Acceptance of Deposit) Rules
2014 or the directives issued by the Reserve Bank of India apply.
(vi) We have been informed that the Company is not required to maintain
cost records under sub-section (1) of section 148 of the Companies Act,
2013, which has been relied upon.
(vii) (a) According to the records of the Company, the Company
is generally regular in depositing with appropriate authorities
undisputed statutory dues including provident fund, sales tax, wealth
tax, income-tax and service tax and other statutory dues. Based on our
audit procedures and according to the information and explanations
given to us, there are no arrears of undisputed statutory dues which
remained outstanding as at 31st March 2015, for a period of more than
six months from the date they became payable.
(b) According to the information and explanations given to us and
records of the Company, the dues outstanding of income-tax, customs
duty, wealth-tax, service tax, and cess which have not been deposited
on account of any dispute, are as follows:
Name of Nature of Amount
statute dues (Rs.In Lacs)
Income Tax Income Tax 70.01
Act, 1961 42.02
29.32
37.35
Municipal Property 276.88
Corporation of Great Tax
Mumbai (BMC)
Mumbai Port Municipal 119.98
Trust Dues
Name of the Statue Period to which Forum where the
amount disputes relates
pending
Income Tax Act 1961 2008- 09 ITAT
2009- 10 ITAT
2010- 11 CIT(A)
2011- 12 CIT(A)
Municipal 2000-01 to2014-15 Bombay High
Corporation of Great
Court
Mumbai (BMC)
Mumbai Port 1st Jan.'99 to City Civil
Trust Dues 31st March' 15 Court
(c) Based on our examination of the records maintained during the year,
there has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
(viii)The Company does not have any accumulated losses at the end of
the financial year and has not incurred any cash losses during the
financial year covered by our audit
(ix) In our opinion and according to the information and explanations
given to us, we are of the opinion that the Company has not defaulted
in repayment of dues to any financial institution, banks. The Company
does not have any outstanding debentures
(x) According to the information and explanations given to us, the
Company has not given guarantee for loans taken by others from bank or
financial institutions.
(xi) In our opinion the term loans have been applied for the purpose
for which they were raised.
(xii) According to the information and explanations furnished by the
management, which have been relied upon by us, there were no frauds on
or by the Company noticed or reported during the year.
For K. S. Aiyar & Co.
Chartered Accountants
ICAI Firm Registration No. 100186W
Satish K. Kelkar
Place: Mumbai Partner
Date: 6th May, 2015 Membership No: 38934
Mar 31, 2014
We have audited the accompanying financial statements of WALCHAND
PEOPLEFIRST LIMITED (''the Company''), which comprise the Balance Sheet
as at March 31, 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
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'') which shall continue to apply in
respect of section 133 of the Companies Act, 2013 in terms of General
Circular 15/ 2013 dated September 13, 2013 issued by the Ministry of
Corporate Affairs. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material 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 entities
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014; (ii) in the case of the Statement of
Profit and Loss, of the profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) (''the Order'') issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Act, we enclose in the
annexure a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956 which shall
continue to apply in respect of section 133 of the Companies Act, 2013
in terms of General Circular 15/2013 dated September 13, 2013 issued by
the Ministry of Corporate Affairs.
e) on the basis of the written representations received from the
directors, as on March 31, 2014, and taken on record by the Board of
Directors, none of the directors of the Company is disqualified as on
March 31, 2014 from being appointed as a director, in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956;
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in paragraph 1 under the heading ''Report on Other Legal
and Regulatory Requirements'' of our Report of even date on the
financial statements for the year ended on March 31, 2014 of Walchand
Peoplefirst Limited.)
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) A substantial portion of the fixed assets have been physically
verified by the management during the year. In our opinion the
frequency of verification is reasonable having regard to the size of
the Company and the nature of its assets. No material discrepancies
were noticed on such verification.
(c) As per the information and explanation given to us on our enquiries
the disposals of assets during the year do not affect its going
concern.
(ii) The Company does not have any inventory. Accordingly, clause 4
(ii)(a), (b) & (c) of the Companies (Auditor''s Report) (Amendment)
Order, 2004 are not applicable.
(iii) (a) The Company has not granted any loan secured or unsecured
from parties covered in the Register maintained under Section 301 of
the Companies Act, 1956. Accordingly, sub clauses (a),(b),(c) and (d)
of clause 4(iii) of the Companies (Auditor''s Report) (Amendment) Order,
2004 are not applicable.
(b ) The Company has not taken /repaid additional unsecured loan during
the year from a party covered in the register maintained under Section
301 of the Companies Act, 1956. Maximum amount outstanding during the
year was Rs. 60,00,000/-.and year end outstanding balance is Rs.
60,00,000/-.
(c) The rate of interest and other terms and conditions of loan taken
by the Company are not prima facie prejudicial to the interest of the
Company.
(d)According to the information and explanations given to us, there is
no stipulation with regard for the repayment of loans.
(iv)In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets. During the course of
our audit, no major weakness has been noticed in the internal controls.
(v) Based upon the audit procedures performed and according to the
information and explanations given to us, there are no contracts or
arrangements during the year that need to be entered into the register
maintained in pursuance of section 301 of the Companies Act, 1956.
Accordingly, sub-clause (b) of Companies Audit Report (Order) 2003 as
amended by (Amendment) Order 2004 is not applicable to the Company.
(vi)In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
to which the provisions of section 58A and 58AA of the Companies Act,
1956 and the rules made thereunder is applicable. No order has been
passed by the Company Law Board, National Law Tribunal or Reserve Bank
of India or any other court or any other tribunal.
(vii)The Company has an internal audit system commensurate with the
nature and size of the business.
(viii) The Central Government has not prescribed the maintenance of
cost records under Section 209(1)(d) of the Companies Act,1956.
(ix) (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, sales tax, wealth tax,
income-tax and service tax and other statutory dues. Based on our audit
procedures and according to the information and explanations given to
us, there are no arrears of undisputed statutory dues which remained
outstanding as at 31st March 2014, for a period of more than six months
from the date they became payable.
(b) According to the information and explanations given to us and
records of the Company, the dues outstanding of income-tax, customs
duty, wealth-tax, service Tax, and cess which have not been deposited
on account of any dispute, are as follows:
Name of Nature of Amount Period to which Forum where
the statute the dues (Rs.In Lacs) the amount relates disputes pending
Income Tax Income Tax 16.24 2008-09 ITAT
Act, 1961 42.02 2009-10 ITAT
29.32 2010-11 CIT(A)
Municipal
Corporation
of Great
Mumbai (BMC)Property Tax 146.28 2000-01 to Bombay High
2013-2014 Court
Mumbai Port
Trust Municipal 110.84 1st Jan.''99 to City Civil
Dues 31st March 14 Court
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred any cash losses during the
financial year covered by our audit.
(xi)In our opinion and according to the information and explanations
given to us, we are of the opinion that the Company has not defaulted
in repayment of dues to any financial institution, banks. The Company
does not have any outstanding debentures.
(xii) Based on our examination of documents and records and according
to the information and explanations given to us, the Company has not
granted any loans and advances on the basis of the security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor''s Report) (Amendment) Order, 2004 are
not applicable to the Company.
(xiv) In our opinion and according to the information and
explanations given to us, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly the
provisions of clause 4(xiv) of the Companies (Auditor''s Report)
(Amendment) Order, 2004 are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi)The term loan raised has been applied for the purpose for which
they were raised.
(xvii)According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii)Company has not made any allotment during the year. Hence,
clause (xviii) of the Companies (Auditor''s Report) (Amendment) Order,
2004 relating to preferential allotment of shares to parties under
section 301 is not applicable.
(xix) The Company has not issued any debentures during the financial
year and therefore the question of creating security in respect thereof
does not arise.
(xx)The Company has not raised money by public issues during the year.
Therefore the provisions of clause 4(xx) of the Companies (Auditor''s
Report) (Amendment) Order, 2004 are not applicable. (xxi)Based upon
the audit procedures performed and according to the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the course of our audit.
For K.S.Aiyar & Co.
Chartered Accountants
Registration No. 100186W
Satish K. Kelkar
Place: Mumbai Partner
Date: 28th April, 2014 Membership No. 38934
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of WALCHAND
PEOPLEFIRST LIMITED (''the Company''), which comprise the Balance Sheet
as at March 31, 2013, 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
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (the Act''). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about wnetner the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts ana 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
fab- presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) (the Order'') ;ssued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Act, we enclose in the
annexure a statement on the matters specified in paragraphs 4 & 5 of
the said Order.
2. As required by section 227(3) of the Act, we reuort that: a) we
have obtained ail the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
bj hi our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c,! the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956.
e- on the basis of the written representations received from the
directors, as on March 31, 2013, and taken on record by the Board of
Directors, none of the directors of the Company is disqualified as on
March 31,2013 from being appointed as a director, in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956;
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
(Referred to in paragraph 1 under the heading ''Report on Other Legal
and Regulatory Requirements'' of our Report of even date on the
financial statements for the year ended on March 31, 2013 of Walchand
Peoplefirst Limited.)
(i) (a) The Company has maintained proper records showing fall
particulars including quantitative details and situation of fixed
assets.
(b)A substantial portion of the fixed assets have been physically
verified by the management during the year. In our opinion the
frequency of verification is reasonable having regard to the size of
the Company and the nature of its assets. No material discrepancies
were noticed on such verification.
(c)As per the information and explanation given to us on our enquiries
the disposals of assets during the year were not substantial so as to
have an impact on the operations of the company, or affect its going
concern.
(ii) The Company does not have any inventory. Accordingly, clause 4
(iiXa), (b) & (c) of the Companies (Auditor''s Report) (Amendment)
Order, 2004 are not applicable.
(iii)(a)The Company has not granted any loan secured or unsecured from
parties covered in the Register maintained under Section 301 of the
Companies Act, 1956. Accordingly, sub clauses (a),(b)/c) and (d) of
clause 4(iii) of the Companies (Auditor''s Report) (Amendment) Order,
2004 are not applicable.
(b)The Company has not taken /repaid additional unsecured loan during
the year from a party covered in the register maintained under Section
301 of the Companies Act, 1956. Maximum amount outstanding during the
year was Rs. 60,00,000/-.and year end outstanding balance is Rs.
60,00,000/-.
(c) The rate of interest and other terms and conditions of loan taken
by the Company are not prima facie prejudicial to the interest of the
Company.
(d) According to the information and explanations given to us, there is
no stipulation with regard for the repayment of loans.
(iv)In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets. During the course of
our audit, no major weakness has been noticed in the internal controls.
(v) Based upon the audit procedures performed and according to the
information and explanations given to us, there are no contracts or
arrangements during the year that need to be entered into the register
maintained in pursuance of section 301 of the Companies Act, 1956.
Accordingly, sub-clause (b) of Companies Audit Report (Order) 2003 as
amended by (Amendment) Order 2004 is not applicable to the Company.
(vi)In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
to which the provisions of section 58A and 58AA of the Companies Act,
1956 and the rules made thereunder is applicable. No order has been
passed by the Company Law Board, National Law Tribunal or Reserve Bank
of India or any other court or any other tribunal.
(vii)The Company has an internal audit system commensurate with the
nature and size of the business.
(viii)The Central Government has not prescribed the maintenance of cost
records under Section 209(lXd) of the Companies Act, 1956.
(ix) (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, sales tax, wealth tax,
income-tax and service tax and other statutory dues. Based on our audit
procedures and according to the information and explanations given to
us, there are no arrears of undisputed statutory dues which remained
outstanding as at 31st March 2013, for a period of more than six months
from the date they became payable.
(xi)In our opinion and according to the information and explanations
given to us, we are of the opinion that the Company has not defaulted
in repayment of dues to any financial institution, banks. The Company
does not have any outstanding debentures.
(xii)Based on our examination of documents and records and according to
the information and explanations given to us, the Company has not
granted any loans and advances on the basis of the security by way of
pledge of shares, debentures and other securities.
(xiii)In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditor''s Report) (Amendment) Order, 2004 are not
applicable to the Company.
(xivjhi our opinion and according to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly the
provisions of clause 4(xiv) of the Companies (Auditor''s Report)
(Amendment) Order, 2004 are not applicable to the Company.
(xv)According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi)The term loan raised has been applied for the purpose for which
they were raised.
(xvii)According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii)Company has not made any allotment during the year. Hence,
clause (xviii) of the Companies (Auditor''s Report) (Amendment) Order,
2004 relating to preferential allotment of shares to parties under
section 301 is not applicable. (xixJThe Company has not issued any
debentures during the financial year and therefore the question of
creating security in respect thereof does not arise.
(xx)The Company has not raised money by public issues during the year.
Therefore the provisions of clause 4(xx) of the Companies (Auditor''s
Report) (Amendment) Order, 2004 are not applicable.
(xxDBased upon the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the course of our
audit.
For K. S. Aiyar & Co.
Chartered Accountants
Registration No. 100186W
Satish K. Kelkar
Place : Mumbai Partner
Date : 13th May,2013 Membership No. 38934
Mar 31, 2012
1. We have audited the attached Balance Sheet of WALCHAND PEOPLEFIRST
LIMITED as at 31st March 2012 and also the Statement of Profit and Loss
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 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.
3. As required by the Companies (Auditor's Report) Order, 2003 as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004,
issued by the Central Government of India in 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 paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(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, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
(iv)In our opinion, the Balance Sheet, Statement of Profit and Loss 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.
(v)On the basis of written representations received from the directors,
as on 31st March 2012 and taken on record by the Board of Directors, we
report that none of the directors of the Company is disqualified as on
31st March, 2012 from being appointed as a director, in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956;
(vi)In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
(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 profit for
the year ended on that date; and
(c) in the case of Cash Flow Statement of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
Referred to in paragraph 3 of our report of even date,
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) A substantial portion of the fixed assets have been physically
verified by the management during the year. In our opinion the
frequency of verification is reasonable having regard to the size of
the Company and the nature of its assets. No material discrepancies
were noticed on such verification.
(c) As per the information and explanation given to us on our enquiries
the disposals of assets during the year were not substantial so as to
have an impact on the operations of the company, or affect its going
concern.
(ii) The Company does not have any inventory. Accordingly, clause 4
(ii)(a), (b) & (c) of the Companies (Auditor's Report) (Amendment)
Order, 2004 are not applicable.
(iii) (a) The Company has not granted any loan secured or unsecured
from parties covered in the Register maintained under Section 301 of
the Companies Act, 1956. Accordingly, sub clauses (a),(b),(c) and
(d) of clause 4(iii) of the Companies (Auditor's Report) (Amendment)
Order, 2004 are not applicable.
(b) The Company has not taken additional unsecured loan during the year
but has repaid Rs. 60,11,303/- from a party covered in the register
maintained under Section 301 of the Companies Act, 1956. Maximum
amount outstanding during the year was Rs. 1,20,11,303/- and year end
outstanding balance is Rs. 60,00,000/-.
(c) The rate of interest and other terms and conditions of loan taken
by the Company are not prima facie prejudicial to the interest of the
Company.
(d) According to the information and explanations given to us, there is
no stipulation with regard for the repayment of loans.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets. During the course of
our audit, no major weakness has been noticed in the internal controls.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
that need to be entered into the register maintained in pursuance of
section 301 of the Companies Act, 1956 have been so entered.
(b) According to the information and explanations given to us, in our
opinion, the transactions made in pursuance of such contracts or
arrangements have been made at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
to which the provisions of section 58A and 58AA of the Companies Act,
1956 and the rules made there under is applicable. No order has been
passed by the Company Law Board, National Law Tribunal or Reserve Bank
of India or any other court or any other tribunal.
(vii) The Company has an internal audit system commensurate with the
nature and size of the business.
(viii) The Central Government has not prescribed the maintenance of
cost records under Section 209(1)(d) of the Companies Act,1956.
(ix) (a) According to the records of the Company, the Company is
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, sales tax, wealth tax and other
statutory dues. According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues relating to income-tax and service tax except in certain
cases where delays were noticed. Based on our audit procedures and
according to the information and explanations given to us, there are no
arrears of undisputed statutory dues which remained outstanding as at
31st March 2012, for a period of more than six months from the date
they became payable.
(b) According to the information and explanations given to us and
records of the Company, the dues outstanding of income-tax, customs
duty, wealth-tax, service Tax, and cess which have not been deposited
on account of any dispute, are as follows:
Name of Nature of Amount Period to
which Forum where
the statute the dues (Rs.In
Lacs) the amount
relates disputes
pending
Income Tax Act, 23.73 1992-93 Mumbai High Court
1961 Income Tax
22.41 1993-94 Mumbai High Court
13.84 2008-09 CIT(A)
Municipal
Corporation
of Great
Mumbai
(BMC) Property Tax 210.18 2000-01 to
2011-12 Mumbai High Court
Mumbai Port
Trust Municipal dues 95.91 1st Jan.99
to 31st
March12 City Civil Court
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred any cash losses during the
financial year covered by our audit.
(xi) In our opinion and according to the information and explanations
given to us, we are of the opinion that the Company has not defaulted
in repayment of dues to any financial institution, banks. The Company
does not have any outstanding debentures.
(xii) Based on our examination of documents and records and according
to the information and explanations given to us, the Company has not
granted any loans and advances on the basis of the security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor's Report) (Amendment) Order, 2004
are not applicable to the Company.
(xiv) In our opinion and according to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly the
provisions of clause 4(xiv) of the Companies (Auditor's Report)
(Amendment) Order, 2004 are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) The term loan raised has been applied for the purpose for which
they were raised.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) Company has not made any allotment during the year. Hence,
clause (xviii) of the Companies (Auditor's Report) (Amendment) Order,
2004 relating to preferential allotment of shares to parties under
section 301 is not applicable.
(xix) The Company has not issued any debentures during the financial
year and therefore the question of creating security in respect thereof
does not arise.
(xx) The Company has not raised money by public issues during the year.
Therefore the provisions of clause 4(xx) of the Companies (Auditor's
Report) (Amendment) Order, 2004 are not applicable.
(xxi) Based upon the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the course of our
audit.
For K. S. Aiyar & Co.
Chartered Accountants
Registration No. 100186W
Satish K. Kelkar
Place : Mumbai Partner
Date: 18th May, 2012 Membership No. 38934
Mar 31, 2011
1. We have audited the attached Balance Sheet of WALCHAND PEOPLEFIRST
LIMITED as at 31st March 2011 and also 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 Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with 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.
3. As required by the Companies (Auditors Report) Order, 2003 as
amended by the Companies (Auditors Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(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.
(v) On the basis of written representations received from the
directors, as on 31st March 2011 and taken on record by the Board of
Directors, we report that none of the directors of the Company 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; (vi)In our opinion and to the best of our information and
according to the explanations given to us, the said accounts give the
information required by the Companies Act, 1956, in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India;
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2011;
(b) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
(c) in the case of Cash Flow Statement of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT
Referred to in paragraph 3 of our report of even date,
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b)A substantial portion of the fixed assets have been physically
verified by the management during the year. In our opinion the
frequency of verification is reasonable having regard to the size of
the Company and the nature of its assets. No material discrepancies
were noticed on such verification.
(c) As per the information and explanation given to us on our enquiries
the disposals of assets during the year were not substantial so as to
have an impact on the operations of the company, or affect its going
concern.
(ii) The Company does not have any inventory. Accordingly, clause 4
(ii)(a), (b) & (c) of the Companies (Auditors Report) (Amendment)
Order, 2004 are not applicable.
(iii)(a)The Company has not granted any loan secured or unsecured from
parties covered in the Register maintained under Section 301 of the
Companies Act, 1956. Accordingly, sub clauses (a),(b),(c) and (d) of
clause 4(iii) of the Companies (Auditors Report) (Amendment) Order,
2004 are not applicable.
(b)The Company has taken unsecured loans amounting to Rs. 71,63,238/-
and repaid Rs. 1,26,01,935/- from a party covered in the register
maintained under Section 301 of the Companies Act, 1956. Maximum amount
outstanding during the year was Rs. 1,99,83,000/- and year end
outstanding balance is Rs. 1,20,11,303/-.
(c) The rate of interest and other terms and conditions of loan taken
by the Company are not prima facie prejudicial to the interest of the
Company.
(d) According to the information and explanations given to us, there is
no stipulation with regard for the repayment of loans.
(iv)In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets. During the course of
our audit, no major weakness has been noticed in the internal controls.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
that need to be entered into the register maintained in pursuance of
section 301 of the Companies Act, 1956 have been so entered.
(b) According to the information and explanations given to us, in our
opinion, the transactions made in pursuance of such contracts or
arrangements have been made at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi)In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
to which the provisions of section 58A and 58AA of the Companies Act,
1956 and the rules made thereunder is applicable. No order has been
passed by the Company Law Board, National Law Tribunal or Reserve Bank
of India or any other court or any other tribunal.
(vii)The Company has an internal audit system commensurate with the
nature and size of the business.
(viii)The Central Government has not prescribed the maintenance of cost
records under Section 209(l)(d) of the Companies Act, 1956.
(ix) (a) According to the records of the Company, the Company is
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, sales tax, wealth tax and other
statutory dues. According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues relating to income-tax and service tax except in certain
cases where delays were noticed. Based on our audit procedures and
according to the information and explanations given to us, there are no
arrears of undisputed statutory dues which remained outstanding as at
31st March 2011, for a period of more than six months from the date
they became payable.
(b) According to the information and explanations given to us and
records of the Company, the dues outstanding of income-tax, customs
duty, wealth-tax, service Tax, and cess which have not been deposited
on account of any dispute, are as follows:
Name of Nature of Amount Period to which Forum where
the statute the dues (Rs.In the amount disputes pending
Lacs) relates
Income Tax
Act, 1961 Income Tax 46.14 1992-93 Mumbai High
1993-94 Court
Municipal
Corporation
of Great
Mumbai
(BMC) Property Tax 176.98 2000-01 to Mumbai High
2010-11 Court
Mumbai Port
Trust Municipal 88.87 1st Jan, 99 City Civil
dues to 31st Court
March 11
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred any cash losses during the
financial year covered by our audit and but had incurred cash losses in
the immediately preceding financial year.
(xi)In our opinion and according to the information and explanations
given to us, we are of the opinion that the Company has not defaulted
in repayment of dues to any financial institution, banks. The Company
does not have any outstanding debentures.
(xii)Based on our examination of documents and records and according to
the information and explanations given to us, the Company has not
granted any loans and advances on the basis of the security by way of
pledge of shares, debentures and other securities..
(xiii)In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditors Report) (Amendment) Order, 2004 are not
applicable to the Company.
(xiv)In our opinion and according to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly the
provisions of clause 4(xiv) of the Companies (Auditors Report)
(Amendment) Order, 2004 are not applicable to the Company.
(xv)According to the information and explanations given to us, the
Company has given guarantee for loans
taken by its holding company from a bank, the terms and conditions
whereof in our opinion are not prima facie prejudicial to the interest
of the Company.
(xvi)The term loan raised has been applied for the purpose for which
they were raised.
(xvii)According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) Company has not made any allotment during the year. Hence,
clause (xviii) of the Companies (Auditors Report) (Amendment) Order,
2004 relating to preferential allotment of shares to parties under
section 301 is not applicable.
(xix)The Company has not issued any debentures during the financial
year and therefore the question of creating security in respect thereof
does not arise.
(xx)The Company has not raised money by public issues during the year.
Therefore the provisions of clause 4(xx) of the Companies (Auditors
Report) (Amendment) Order, 2004 are not applicable.
(xxi)Based upon the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the course of our
audit.
For K. S. Aiyar & Co.
Chartered Accountants
Registration No. 100186W
Satish K. Kelkar
Partner
Membership No. 38934
Place: Mumbai
Date : May 10, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Walchand People First
Limited (the Company) as at March 31, 2010 and also the Profit and
Loss account and the cash flow statement for the year ended on that
date annexed thereto, which are the revised statements of the original
Balance Sheet and Profit & Loss account covered by our audit report
dated May 10, 2010 and adopted by the Board of Directors at the 989th
Board Meeting held on May 10, 2010. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 ofThe Companies Act, 1956 of India (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
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Without qualifying our opinion, attention is invited to Note No.3
in Part 2 of schedule No.P to the financial statements, with regard to
the scheme of amalgamation as approved by the Honorable High Court on
April 9,2010 and filed with ROC on May 7,2010. The revised financial
statements has given effect to the said amalgamation with effect from
April 1,2009 being the appointed date and our procedures on subsequent
events are restricted solely to the amendments on the financial
statement as described in Note no. 3.
5. Further to our comments in the paragraph 3 above, we report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were
necessary for the purposes of our audit;
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; hi. 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.
v. On the basis of the written representations received from the
directors, as on March 31, 2010, and taken on record by the Board of
Directors, we report that none of the director is disqualified as on
March 31,2010 from being appointed as a director in terms of clause (g)
of sub-section (1) of section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2010;
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 flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT
Referred to in paragraph 3 of the Auditors Report of even date to the
members of Walchand People First Limited on the financial statement for
the year ended 31st March, 2010 (i) (a) The Company has maintained
proper records showing full particulars, including quantitative details
and situation of fixed assets.
(b) The fixed assets of the company have been physically verified by
the management during the year and no material discrepancies were
noticed on such verification. In our opinion, the frequency of
verification is reasonable.
(c) There was no substantial disposal of fixed assets during the year.
(ii) The Company does not hold any Inventory. Therefore, the provisions
of clause 4(ii) of the Companies (Auditors Report) Order, 2003 (as
amended) are not applicable to the Company.
(iii) (a)As informed, the Company has not granted any loans, secured or
unsecured to companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956 and hence
clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Companies (Auditors
Report) Order, 2003 (as amended) are not applicable to the company.
(b)The Company had taken loan from a company covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount involved during the year was Rs. 179.50 lacs and the year-end
balance of loans taken from such parties was Rs. 174.50 lacs.
(c)In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(d)The loans taken are re-payable on demand. As informed, the lenders
have not demanded repayment of any such loan during the year, thus,
there has been no default on the part of the company. The interest is
payable on demand and are being provided for regularly.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets and with regard to the sale of services.
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of these areas. During the
course of our audit, we have not observed any continuing failure to
correct weakness in internal control system of the company.
(v) (a)According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
entered.
(b)In our opinion and according to the information and explanations
given to us such transactions have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time.
(vi) The company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA
of the Act and the rules framed there under. (vii)In our opinion, the
Company has an internal audit system commensurate with the size and
nature of its business.
(viii)To the best of our knowledge and as explained, the Central
Government of India has not prescribed the maintenance of cost records
under clause (d) of sub-section (1) of Section 209 of the Act for any
of the services of the company.
(ix) (a)The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees state insurance,
income-tax, wealth-tax, service tax, cess and other material statutory
dues applicable to it. As explained to us, the provisions regarding
sales tax, custom duty and excise duty are presently not applicable to
the Company.
(b)According to the information and explanations given to us,
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees state insurance, income-tax,
wealth-tax, service tax, sales-tax, cess and other undisputed statutory
dues were outstanding, at the year end, for a period of more than six
months from the date they became payable are as follows:
Name of Nature of Amount Period
to which Due Date Date of
the
statute the dues (Rs.In
Lacs) the amount
relates Payment
The Payment of
Bonus Act, 1965 Bonus 0.09 2007-08 31.3.2009 -
Finance Act,
2004 Service
Tax 0.04 2008-09 31.3.2009 -
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax and cess on account of
any dispute, are as follows:
Name of Nature of Amount Period to
which Forum where
the statute dues (Rs)the amount
relates disputeis
pending
Income Tax 1988-89,
Act,1961 Income Tax 104.63 1990-91 to 1997-98, CIT(A)
2003-04 to 2005-06
Penalty u/s
271(l)(c) 0.59 1986-87 CIT(A)
Penalty u/s
271(l)(c) 2.59 2002-03 ITAT
Income Tax 13.64 1988-89 Mumbai High Court
Municipal
Corporation of Great
Mumbai(BMC) Property Tax 143.78 2000-09 Mumbai High Court
Mumbai Port
Trust Municipal dues 33.99 2002-03 Mumbai High Court
(x) The Company does not have accumulated losses at the end of the
financial year. It has incurred cash losses during the financial year
covered by our audit of Rs. 62.78 Lacs and Rs.Nil in the immediately
preceding financial year.
(xi) Based on our audit procedures and as per 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, bank or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In respect of dealing / trading in shares, securities, debentures
and other investments, in our opinion and according to the information
and explanations given to us, proper records have been maintained of
the transactions and contracts and timely entries have been made
therein. The shares, securities, debentures and other investments have
been held by the Company, in its own name.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from bank or
financial institutions, the terms and conditions whereof in our opinion
are not prima-facie prejudicial to the interest of the Company.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) 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.
(xix) The Company did not issue any debentures during the year.
(xx) The Company did not raise any money by way of public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W
SARAH GEORGE
Place: MUMBAI Partner
Date: June 29, 2010 Membership No. 45255