Mar 31, 2015
We have audited the accompanying standalone financial statements of
Aplab Limited ("the Company"), which comprise the Balance Sheet as at
March 31, 2015, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the 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 standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
referred 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 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 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 control system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by the
Company's Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
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 31st March, 2015, and its Loss and its Cash flows for the year ended
on that date.
Emphasis of Matters
a. The Company has incurred substantial cash loss during this year.
The Company has accumulated losses and its net worth has been
substantially eroded. During the year, Company could not repay some of
the borrowings or honor LCs on its due dates. The overall debt burden
has gone up during the year. These events indicate uncertainty that may
cast doubt on the Company's ability to continue as a going concern
considering operational inflows. Company has plans to sell some of its
assets to reduce debt burden and improve its financial position.
b. The Inventory includes Rs. 1216 lacs which is non-moving over 3
years and may include some obsolescence. The Company claims that there
is no obsolescence in electronics industry and therefore valued
inventory at Cost.
c. The Receivables of Rs. 341 lacs which are overdue over one year
need to be reconciled and confirmed. Some of these may have become
doubtful or bad, however, the Company has not made adequate provision
in the financial statements.
d. The Company has not tested & computed Impairment of Assets as per
AS 28 considering substantial cash loss during the year.
Other Matters
a. The Company has unfunded Gratuity Policy of Rs. 1074 lacs on the
Balance Sheet date.
b. The Company also has unpaid liability of Matured Public deposits of
Rs. 23 lacs and Settlements of separated employees of Rs. 241 lacs.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Companies Act, we give in the
Annexure a statement on the matters specified in paragraphs of the
Order and as required by section 143 (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 is in agreement with the books of
account.
d. The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement comply with the Accounting Standards specified under section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2013;
e. On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of section 164 (2) of the Act.
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 not provided the impact of pending litigations in
its financial statements. The total value of such litigations has been
given in para vii(b) of the Annexure to this report ;
ii) The Company did not have any long-term contracts including
derivative contracts in which there were any material foreseeable
losses
iii) There has been a delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(Annexure referred to in paragraph under 'Report on Other Legal and
Regulatory Requirements' section of our report of even date on the
accounts of Aplab Limited for the year ended on 31st March 2015.)
i. (a) The Company has maintained reasonable records showing
particulars including quantitative details and situation of fixed
assets.
(b) Physical verification of items of the fixed assets was
conducted by the management during the year as per the programme and we
are informed that no material discrepancies were noticed in such
verification. The verification results are being reconciled with Fixed
Assets Register by the Company.
ii. (a) As explained to us, the inventory has been physically verified
during the year by the management at the various locations. In our
opinion, the frequency of such verification needs to be improved at
regional offices.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate at all
manufacturing locations in relation to the size of the Company and the
nature of its business. However, such procedures require improvement
for Inventory at Regions and Branch offices.
(c) In our opinion and according to the information and explanations
given to us and on the basis of our examination of the records of
inventory, the Company is maintaining proper records of inventory at
all manufacturing locations. However, there is need to improve &
strengthen inventory recordkeeping at all regions and branches. As
informed to us, the discrepancies noticed in physical verification of
inventory as compared to the book records were not material and have
been properly dealt with in the books of account.
iii. According to the information and explanations given to us, the
Company has not granted any loan to the parties listed in the Register
maintained under Section 189 of the Companies Act, 2013. Consequently,
the requirements of Clause (a) and (b) are not applicable.
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 nature of its business
with regard to the purchase of inventory and fixed assets, and with
regard to the sale of goods. However, improvement is required in
internal control procedures in the areas of Inventory & Service Income
at the regional offices. On the basis of our examination and according
to the information and explanations given to us, we have neither come
across nor have been informed of any instance of major weakness in
other areas of internal control procedures except the above.
v. In our opinion and according to the information and explanations
given to us, the Company has not fully complied with the directives
issued by the Reserve Bank of India, the provisions of Section 73 to 76
of the Companies Act, 2013 and the rules framed there under with regard
to the deposits accepted from the public. Company has not repaid on due
dates matured Public deposits worth Rs. 23 lacs, which are outstanding
on report date, as these were not claimed.
vi. We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central government u/s 148 (1) of the Companies Act,
2013 and are of the opinion that prima facie the prescribed cost
records have been maintained. We have, however not made a detailed
examination of the Cost records with a view to determine whether they
are accurate or complete.
vii. (a) According to the records of the Company and information and
explanations given to us, the Company has been generally regular in
depositing undisputed statutory dues including Provident Fund,
Employees State Insurance, Income tax, Wealth tax, Service Tax, Customs
Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with
the appropriate authorities during the year, though there is a delay in
few cases. There are no undisputed statutory dues outstanding as of
March 31, 2015 for a period of more than six months since they became
payable. The Company has not transferred amount of Rs. 1.59 lacs to
Investor Education and Protection Fund as on balance sheet date.
(b) As at the year-end, according to the records of the Company and
information and explanations given to us, the following are particulars
of disputed dues on account of various Statutory Dues :-
Statute Amount F.Y. Forum where dispute is pending
(Rs. in
Lacs)
Excise Duty 10.76 1999-00 Appeal Pending With CESTAT
Excise Duty 5.35 2007-08 Appeal Pending With CESTAT
Excise Duty 1.50 2008-09 Appeal Pending With CESTAT
Excise Duty 1.81 2009-10 Appeal Pending With CESTAT
Excise Duty 6.60 2012-13 Appeal Pending with Commissioner of
Central Excise (Appeals) CBD Belapur
Excise Duty 3.53 2013-14 Appeal Pending with Asst.
Commissioner of Central Excise
(Appeals)
Excise Duty 3.81 2014-15 Appeal Pending With CESTAT
Sales Tax 6.11 2002-03 Dy. Commissioner Appeals, New Delhi.
Sales Tax 2.10 2003-04 Dy. Commissioner Appeals, New Delhi.
Sales Tax 2.18 2004-05 Joint Commissioner Appeals,
New Delhi.
Sales Tax 3.48 2004-05 Joint Commissioner Appeals,
New Delhi.
Sales Tax 0.83 2005-06 Additional Commissioner Grade II,
Appeal III, Commercial Taxes
(Lucknow)
Sales Tax 1.70 2006-07 Additional Commissioner Grade II,
Appeal III, Commercial Taxes
(Lucknow)
Sales Tax 1.09 2007-08 Additional Commissioner Grade II,
Appeal III, Commercial Taxes
(Lucknow)
Income Tax 7.28 2004-05 Additional Commissioner Grade II,
Appeal filed with Tribunal Mumbai
Income Tax 125.40 2009-10 Additional Commissioner Circle 1,
Thane
Income Tax 682.31 2010-11 Commissioner of IT Range 1
Income Tax 124.02 2011-12 CIT II Thane
Total 989.86
viii. The Company has accumulated losses at the end of the year which
is more than fifty percent of its net worth. The Company has incurred a
Cash Loss during the current financial year; however, the company has
not incurred a Cash Loss in the immediately preceding financial year.
ix. Based on our audit procedures and on the basis of information and
explanations given by the management, there are cases of delay in
Repayment of Principal amount of Term Loans and such overdue amount is
Rs. 142 lacs as on 31st March, 2015 for two term loans for a period of
one month.
x. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by its subsidiary
from a bank.
xi. To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company for the purposes for
which the loans were obtained. However, complete utilization of Term
Loan availed could not be fully ascertained.
xii. Based on information and the 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, save for one
instance of Rs. 8.20 lacs, a forged cheque withdrawal.
For Shahade & Associates
Chartered Accountants
(ICAI Firm Reg. No. 109840W)
Atul Shahade
Place : Mumbai, Partner
Date : 23rd May, 2015 M. No. 35227
Mar 31, 2014
We have audited the accompanying financial statements of Aplab Limited
("the Company''), which comprise the Balance Sheet as at March 31,
2014, and the Statement of Profit and Loss and Cash Flow Statement for
the year ended on that date and a summary of significant accounting
policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (''the Act'') read with General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
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. 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and in the case of the Cash Flow
Statement, of the cash flow for the year ended on that date.
Emphasis of Matter
We draw attention to Note No. 12 (2) to the Financial Statements
regarding Non provision of diminution of value of Investment made in
joint venture company as per requirement of Accounting Standard 13.
This is in terms of arrangement between the parties to acquire Aplab
Ltd. shareholding in this Associate Company at original investment
value. 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, 2003 (''the
Order'') issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from branches not visited by us;
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 and with the returns received from all the branches not visited
by us;
d. In our opinion, the Balance Sheet, Statement of Profit Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 read with General Circular 15/2013 dated 13th
September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act 2013
e. On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956
ANNEXURE TO THE AUDITORS'' REPORT
( Annexure referred to in paragraph 1 under ''Report on Other Legal and
Regulatory Requirements'' section of our report of even date on the
accounts of Aplab Limited for the year ended on 31st March 2014. )
I. (a) The Company has maintained reasonable records showing
particulars including quantitative details and situation of fixed
assets. However, this needs completion in terms of identification,
location & other details for few of the assets.
(b) Physical verification of items of the fixed asset was conducted by
the management during the year as per the programme and we are informed
that no material discrepancies were noticed in such verification. The
verification results are being reconciled with Fixed Assets Register by
the Company.
(c) During the year, the Company has not disposed off a substantial
part of fixed assets
ii. (a) As explained to us, the inventory has been physically verified
during the year by the management at the various locations. In our
opinion, the frequency of such verification needs to be improved at
branches.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate at all
manufacturing locations in relation to the size of the Company and the
nature of its business.
(c) In our opinion and according to the information and explanations
given to us and on the basis of our examination of the records of
inventory, the Company is maintaining proper records of inventory at
all manufacturing locations. As informed to us, the discrepancies
noticed in physical verification of inventory as compared to the book
records were not material and have been properly dealt with in the
books of account.
iii. (a) According to the information and explanations given to us, the
Company has not granted any loan to the parties listed in the Register
maintained under Section 301 of the Companies Act, 1956. Consequently,
the requirements of Clause (iii) (a) to (iii) (d) are not applicable.
(b) According to the information and explanations given to us, the
Company has additionally taken two Unsecured Loans amounting to Rs.
124.50 lacs ( Previous Year Rs. 1096 lacs ) and Fixed Deposits
amounting to Rs. 42.12 lacs ( Previous Year Rs.177 Lacs ) from its
Directors who are listed in the register maintained under section 301
of the Companies Act, 1956.
(c) The rate of interest and other terms and conditions of these loans
taken are prima facie not prejudicial to the interest of the Company.
(d) In respect of Unsecured Loans taken repayment of principal and
interest are not stipulated.
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 nature of its business
with regard to the purchase of inventory and fixed assets, and with
regard to the sale of goods. On the basis of our examination and
according to the information and explanations given to us, we have
neither come across nor have been informed of any instance of major
weakness in other areas of internal control procedures.
v. In respect of transactions entered in the register maintained in
pursuance of Sections 301 of the Companies Act, 1956,
(a) Based on audit procedures applied by us, to the best of our
knowledge and belief and according to the information and explanations
given to us, we are of the opinion that the particulars of contracts /
arrangements that needed to be entered into the register maintained
under Section 301 have been so entered.
(b) According to the information and explanations given to us the
transactions of purchase and sale of goods made in pursuance of such
contracts / arrangements with some parties / companies listed in the
register maintained undersection 301 are for specialized items for
which alternative sources of supply are not readily available; as such,
comparison of prices could not be made. However, as certified by the
management, these transactions are at competitive prices considering
the quality and non standard nature of products and terms of payment
and other commercial considerations.
vi. In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by the
Reserve Bank of India, the provisions of Section 58A and 58AA of the
Companies Act, 1956 and the rules framed there under with regard to the
deposits accepted from the public.
vii. In our opinion, the Internal Audit covering Head Office &
Manufacturing Units is commensurate with the size and the nature of its
activities at these places.
viii. We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central government u/s 209 (1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed cost
records have been maintained. We have, however not made a detailed
examination of the Cost records with a view to (determine whether they
are accurate or complete.
ix. (a) According to the records of the Company and information and
explanations given to us, the Company has been generally regular in
depositing undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees State Insurance, Income tax,
Wealth tax, Service tax, Customs Duty, Excise Duty, cess and other
statutory dues with the appropriate authorities during the year, though
there is a delay in few cases. There are no undisputed statutory dues
outstanding as of March 31, 2014 for a period of more than six months
since they became payable.
(b) As at the year-end, according to the records of the (Company and
information and explanations given to us, the following are particulars
of disputed |dues on account of various Statutory Dues :-
Statute Amount F.Y. Forum where dispute is pending
(Rs. in Lacs)
Excise Duty 1.80 2007-08 Commissioner of Central Excise
(Appeals), Navi Mumbai
Excise Duty 5.37 1999-2000 CESTAT, Mumbai
Sales Tax 5.51 2002-03 Dy. Commissioner Appeals,
New Delhi.
Sales Tax 1.33 2003-04 Dy. Commissioner Appeals,
New Delhi.
Sales Tax 1.68 2004-05 Joint Commissioner Appeals,
New Delhi.
Sales Tax 3.40 2004-05 Joint Commissioner Appeals,
New Delhi.
Sales Tax 16.58 2003-04 Joint Commissioner of Sales
Tax (Appeal VIII), Thane
Sales Tax 0.59 2004-05 Additional Commissioner
Grade II, Appeal III,
Commercial Taxes (Lucknow)
Sales Tax 0.83 2005-06 Additional Commissioner
Grade II, Appeal III,
Commercial Taxes (Lucknow)
Sales Tax 1.70 2006-07 Additional Commissioner
Grade II, Appeal III,
Commercial Taxes (Lucknow)
Sales Tax 1.08 2007-08 Additional Commissioner
Grade II, Appeal III,
Commercial Taxes (Lucknow)
Income Tax 22.28 2003-04 Additional Commissioner
Grade II, Appeal filed with
Tribunal Mumbai
Income Tax 14.28 2004-05 Additional Commissioner
Grade II, Appeal filed with
CIT (A) 11 Thane
Income Tax 11.44 2005-06 Additional Commissioner
Grade II, Appeal filed with
A.C. Circle 1, Thane
Income Tax 7.62 2007-08 Appeal filed with ITAT Mumbai
Income Tax 515.75 2008-09 Additional Commissioner
Circle 1, Thane
Income Tax 682.31 2009-10 Appeal filed with Commissioner
of IT Range 1
Total 1293.55
x. The Company has accumulated losses at the end of the year which is
less than fifty percent of its net worth. The Company has not incurred
a Cash Loss during the current financial year, however the company has
incurred Cash Loss amounting to Rs. 153.56 Lacs in the immediately
preceding financial year.
xi. Based on our audit procedures and on the basis of information and
explanations given by the management, there are cases of delay in
Repayment of Principal amount of Term Loans with interest thereon and
such overdue amount is Rs. 38.67 lacs as on 31s* March, 2014 for two
term loans for a period of one month. This has been subsequently paid.
xii. According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
xiii. The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund / Societies are not applicable to the
Company.
xiv. In our opinion and according to information and explanations given
to us the Company is not a dealer or trader of shares, debentures and
other investments.
xv. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by its subsidiary
from a bank.
xvi. To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company for the purposes 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, funds
raised on short term basis have, prima facie, not been used for long
term investment and vice versa.
xviii. The Company has not made any preferential allotment to parties
and companies covered under register maintained under Section 301 of
the Companies Act, 1956, during the year.
xix. The Company has not issued any debentures during the year.
xx. The Company has not raised money by any public issues during the
year.
xxi. Based on information and the 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 Shahade & Associates
Chartered Accountants
(ICAI Firm Regn. No. 109840W)
Atul Shahade
Partner
M. No. 35227
Place : Mumbai
Date : May 8, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Aplab Limited
("the Company") after merger of its wholly owned subsidiary Intel
Instruments & Systems Limited, which comprise the Balance Sheet as at
March 31, 2013, and the Statement of Profit and Loss and Cash Flow
Statement for the year ended on that date and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C)of section 211
ofthe Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation ofthe 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 ofthe financial statements, whether
due to fraud or error.
In making those risk assessments, the auditor considers internal
control relevant to the Company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation ofthe financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case ofthe Balance Sheet, ofthe state of affairs ofthe
Company as at March 31,2013;
(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 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 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 ofthe 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 and proper returns adequate for the purposes of our audit have
been received from branches not visited by us;
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 and with the returns received from branches not visited by us;
d. In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in sub-section (3C) of section211 ofthe Companies Act, 1956
e. On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 ofthe Companies Act, 1956
ANNEXURE TO THE AUDITORS'' REPORT
(Annexure referred to in Paragraph 1 of our report of even date on the
accounts for the year ended 31st March 2013 of Aplab Limited)
i. (a) The Company has maintained reasonable records showing full
particulars including quantitative details and situation of fixed
assets.
(b) Physical verification of some items of fixed assets was conducted
by the management during the year and we are informed that no material
discrepancies were noticed in such verification.
(c) In our opinion, the Company has not disposed of a substantial part
of fixed assets during the year,
ii. (a) As explained to us, the inventory has been physically verified
during the year by the management. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us and on the basis of our examination of the records of
inventory, the Company is maintaining proper records of inventory. The
discrepancies noticed in physical verification of inventory as compared
to the book records were not material and have been properly dealt with
in the books of account.
iii. (a) According to the information and explanations given to us, the
Company has not granted any loan from parties listed in the Register
maintained under Section 301 of the Companies Act, 1956. Consequently,
the requirements of Clause (iii) (a) to (iii) (d) are not applicable.
(b) According to the information and explanations given to us, the
Company has taken Unsecured Loans amounting to Rs. 1096 lacs ( Previous
Year Rs.961 lacs) and Fixed Deposits amounting to Rs. 177 Lacs (
Previous Year Rs. 121 lacs ) from its Directors who are listed in the
register maintained under section 301 of the Companies Act, 1956.
(c) The rate of interest and other terms and conditions of these loans
taken are prima facie not prejudicial to the interest of the Company.
(d) In respect of Unsecured Loans taken repayment of principal and
interest are not stipulated.
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 nature of its business
with regard to the purchase of inventory and fixed assets, and with
regard to the sale of goods. On the basis of our examination and
according to the information and explanations given to us, we have
neither come across nor have been informed of any instance of major
weakness in the aforesaid internal control procedures.
v. In respect of transactions entered in the register maintained in
pursuance of Sections 301 of the Companies Act, 1956,
(a) Based on audit procedures applied by us, to the best of our
knowledge and belief and according to the information and explanations
given to us, we are of the opinion that the particulars of contracts /
arrangements that needed to be entered into the register maintained
under Section 301 have been so entered.
(b) According to the information and explanations given to us the
transactions of purchase and sale of goods made in pursuance of such
contracts / arrangements with some parties / companies listed in the
register maintained under section 301 are for specialized items for
which alternative sources of supply are not readily available; as such,
comparison of prices could not be made. However, as certified by the
management, these transactions are at competitive prices considering
the quality and non standard nature of products and terms of payment
and other commercial considerations.
vi. In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by the
Reserve Bank of India, the provisions of Section 58A and 58AA of the
Companies Act, 1956 and the rules framed thereunder with regard to the
deposits accepted from the public.
vii. In our opinion, the Company has an internal audit system
commensurate with the size and the nature of its business.
viii.We have broadly reviewed the costs records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central government u/s 209 (1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed cost
records have been maintained. We have, however not made a detailed
examination of the Cost records with a view to determine whether they
are accurate or complete.
ix. (a) According to the records of the Company and information and
explanations given to us, the Company has been generally regular in
depositing undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees State Insurance, Income tax,
Wealth tax, Service tax, Customs Duty, Excise Duty, cess and other
statutory dues with the appropriate authorities during the year, though
there is a delay in few cases. There are no undisputed statutory dues
outstanding as of March 31, 2013 for a period of more than six months
since they became payable.
(b) As at the year-end, according to the records of the Company and
information and explanations given to us, the following are particulars
of disputed dues on account of various Statutory Dues :-
Statute Amount F.Y. Forum where dispute is pending
(Rs. in Lacs)
Custom
Duty 5.30 2003-04 CESTAT, Mumbai
Excise
Duty 1.80 2007-08 Commissionerof Central Excise
(Appeals), Navi Mumbai
Excise Duty 5.37 1999-2000 CESTAT, Mumbai
Sales Tax 5.51 2002-03 Dy. Commissioner Appeals, New Delhi.
Sales Tax 1.33 2003-04 Dy. Commissioner Appeals, New Delhi.
Sales Tax 1.68 2004-05 Joint Commissioner Appeals, New Delhi.
Sales Tax 3.40 2004-05 Joint Commissioner Appeals, New Delhi.
Sales Tax 16.58 2003-04 Joint Commissioner of Sales Tax
(Appeal VIII), Thane,
Sales Tax 0.59 2004-05 Additional Commissioner Grade II,
Appeal III, Commercial Taxes (Lucknow)
Sales Tax 0.83 2005-06 Additional Commissioner Grade II,
Appeal III, Commercial Taxes (Lucknow)
Sales Tax 1.70 2006-07 Additional Commissioner Grade II,
Appeal III, Commercial Taxes (Lucknow)
Sales Tax 1.08 2007-08 Additional Commissioner Grade II,
Appeal III, Commercial Taxes (Lucknow)
Income Tax 22.28 2004-05 Additional Commissioner Grade II,
Appeal filed with Tribunal Mumbai
IncomeTax 14.58 2005-06 Additional Commissioner Grade II,
Appeal filed with CIT (A) II Thane
Income Tax 11.44 2006-07 Additional Commissioner Grade II,
Appeal filed with A.C. Circle 1, Thane
Income Tax 7.64 2008-09 Appeal filed with ITAT Mumbai
Income Tax 515.75 2009-10 Additional Commissioner Circle 1, Thane
Income Tax 682.31 2010-11 Appeal filed with Commissioner of IT
Range 1
Total 1299.17
x. The Company has accumulated losses at the end of the year which are
less than fifty percent of its net worth. The Company has incurred
Cash Loss during the current financial year amounting to Rs. 153.56
Lacs, however, Company has not incurred any Cash Loss in the
immediately preceding financial year.
xi. Based on our audit procedures and on the basis of information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks.
xii. According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
xiii. The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund / Societies are not applicable to the
Company.
xiv. In our opinion and according to information and explanations given
to us the Company is not a dealer or trader of shares, debentures and
other investments.
xv. According to the information and explanations given to us & subject
to our observation in para 2 of our main report, the Company has given
a guarantee for loans taken by its subsidiary from a bank on terms and
conditions, which in our opinion, are prima facie, not prejudicial to
the interest of the Company.
xvi. To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company for the purposes for
which the loans were obtained. Complete utilization of additional Term
Loan availed could not be ascertained due to pending full
capitalization.
xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, funds
raised on short term basis have, prima facie, not been used for long
term investment and vice versa.
xviii. The Company has not made any preferential allotment to parties
and companies covered under register maintained under Section 301 of
the Companies Act, 1956, during the year.
xix. The Company has not issued any debentures during the year.
xx. The Company has not raised money by any public issues during the
year.
xxi. Based on information and the 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 Shahade & Associates
Chartered Accountants
(ICAI Firm Regn. No. 109840W )
Atul Shahade
Place : Mumbai Partner
Date : May 30, 2013 M. No. 35227
Mar 31, 2012
We have audited the attached Balance Sheet of Aplab Limited as on March
31, 2012, the Profit and Loss Account and the Cash Flow Statement for
the year ended on that date all of which we have signed under reference
to this report. These financial statements are the responsibility of
the management of the Company. Our responsibility is to express an
opinion on these financial statements based on our audit.
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 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 presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.
We report as follows:- 1. As required by the Companies (Auditor's
Report) Order, 2003 and as amended by Companies (Auditor's Report)
(Amednment) Order, 2004 (together the "Order") issued by the Central
Government of India in terms of Section 227(4A) of the Companies Act,
1956 we annex hereto a statement on the matters specified in paragraphs
4 and 5 of the said Order.
2. We invite reference to the accumulated losses of the
wholly owned subsidiary, Intel Instruments & Systems Ltd. (Intel),
impacting the realisability of the Company's Investment Rs. 225 lacs
(P.Y. Rs.225 lacs), Debtors Rs. 338.56 lacs (P.Y. Rs. 326.39 lacs) and
Loans & Advances Rs. 422.62 lacs (P.Y. Rs. 219.72 lacs). This is also a
matter referred to in our audit report for the previous year 2010-11.
3. 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.
4. In our opinion, proper books of accounts as required by
law have been kept by the Company, so far as appears from our
examination of these books and proper returns adequate for the purposes
of our audit have been received from the branches not visited by us.
5. The Balance Sheet and Profit and Loss Account and the
Cash Flow Statements dealt with by this report are in agreement with
the books of accounts.
6. In our opinion and to the best of our knowledge and
according to the explanations given to us, the Balance Sheet, Profit &
Loss Account and the Cash Flow Statement comply with the accounting
standards referred to in Section 211 (3C) of the Companies Act, 1956 to
the extent applicable subject to non-compliance with AS-15 which
requires accounting for accrued liability towards employment benefits
including gratuity. As per the
Company's accounting policy in this regard, gratuity is recognized when
contribution is made to the Group
Gratuity Scheme. The year-end amount payable to LIC under this scheme
not recognized in the financial statements is Rs 860.44 lacs.
7. On the basis of the written representations received from the
Directors as on March 31, 2012 which have been taken on record by the
Board of Directors, we report that none of the Directors is
disqualified as on March 31, 2012 from being appointed as a Director in
terms of Section 274(1)(g) of the Companies Act, 1956.
8. We further report that, without considering our observations at
Para 2 above, the effect of which could not be determined, had the
observations made by us in Para 6 above been considered while compiling
accounts for the year, the profit after tax of Rs.71.62 lacs for the
year would have resulted into a loss of Rs 788.82 lacs and balance of
Reserves and Surplus would have been Rs1,302.02 lacs as against the
reported figure of Rs 2,162.46 lacs. Considering this, in our opinion
and to the best of our information and according to the explanations
given to us, the said Balance Sheet and Profit and Loss Account read
with the notes thereon give the information required by the Companies
Act, 1956 in the manner so required; and do not give a true and fair
view:
in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March 2012 in the case of the Profit and Loss
Account, of the profit for the year ended on that date in the case of
Cash Flow Statement, of the cash flows for the year ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Annexure referred to in Paragraph 1 of our report of even date on the
accounts for the year ended 31st March 2012 of Aplab Limited)
I. (a) The Company has maintained reasonable records showing full
particulars including quantitative details and situation of fixed
assets.
(b) Physical verification of some items of fixed assets was conducted
by the management during the year and we are informed that no material
discrepancies were noticed on such verification.
(c) During the year, Company has not disposed of any substantial/major
part of fixed assets.
ii. (a) As explained to us, the inventory has been physically verified
during the year by the management. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us and on the basis of our examination of the records of
inventory, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to the book records were not material and have been properly dealt with
in the books of account.
iii. (a) According to the information and explanations given to us, the
Company has not granted any loan to parties listed in the Register
maintained under Section 301 of the Companies Act, 1956. Consequently,
the requirements of Clause (iii) (a) to (iii) (d) are not applicable.
(b) According to the information and explanations given to us, the
Company has taken unsecured loans amounting to Rs.961 lacs from its
Directors who are listed in the register maintained under section 301
of the Companies Act, 1956.
(c) The rate of interest and other terms and conditions of these loans
taken are prima facie not prejudicial to the interest of the Company.
(d) In respect of loans taken repayment of principal and payment of
interest are not stipulated.
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 nature of its business
with regard to the purchase of inventory and fixed assets, and with
regard to the sale of goods. On the basis of our examination and
according to the information and explanations given to us, we have
neither come across nor have been informed of any instance of major
weakness in the aforesaid internal control procedures.
v. In respect of transactions entered in the register
maintained in pursuance of Section 301 of the Companies Act, 1956,
(a) Based on audit procedures applied by us, to the best of our
knowledge and belief and according to the information and explanations
given to us, we are of the opinion that the particulars of contracts /
arrangements that needed to be entered into the register maintained
under Section 301 have been so entered.
(b) According to the information and explanations given to us the
transactions of purchase and sale of goods made in pursuance of such
contracts / arrangements with some parties / companies listed in the
register maintained under section 301 are for specialized items for
which alternative sources of supply are not
readily available; as such comparison of prices could not be made.
However, as certified by the management, these transactions are at
competitive prices considering the quality and non standard nature of
products and terms of payment and other commercial considerations.
vi. In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by the
Reserve Bank of India, the provisions of Section 58A and 58AA of the
Companies Act, 1956 and the rules framed thereunder with regard to the
deposits accepted from the public.
vii. In our opinion, the Company has an internal audit system
commensurate with the size and the nature of its business.
viii. We have broadly reviewed the books of account maintained by the
Company relating to the manufacture of electronic products and
components thereof. We have not made an examination of the cost records
required to be maintained under companies (Cost Accounting Records)
rules 2011 in respect of their accuracy and completeness as the company
is in the process of obtaining the compliance report of the cost
accountant.
ix. (a) According to the records of the Company and information and
explanations given to us, the Company has been generally regular in
depositing undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees State Insurance, Income tax,
Wealth tax, Service tax, Customs Duty, Excise Duty, cess and other
statutory dues with the appropriate authorities during the year, though
there is a slight delay in few cases. There are no undisputed statutory
dues outstanding as of March 31, 2012 for a period of more than six
months since they became payable, except as under:
Name of Nature of Amount Period Due Date
Statute dues (Rs. in to which
Lacs) amount
relate
VAT Tax 0.12 2011-12 15/10/2011
VAT Tax 0.02 2011-12 15/12/2011
VAT Tax 0.15 2011-12 15/02/2012
TOTAL 0.29
x. Subject to our observation in para 8 of the main report,
the Company does not have accumulated losses as at the end of the year.
The Company has not incurred cash losses during the current financial
year but has incurred cash losses in the immediately preceding
financial year.
xi. Based on our audit procedures and on the basis of
information and explanations given by the management, we are of the
opinion that the Company has not defaulted in the repayment of dues to
banks
xii. According to the information and explanations given to
us, the Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii. The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/Societies are not applicable to the
Company.
xiv. In our opinion and according to information and
explanations given to us the Company is not a dealer or trader of
shares, debentures and other investments.
xv. According to the information and explanations given to
us & subject to our observation in para 2 of our main report, the
Company has given a guarantee for loans taken by its subsidiary from a
bank on terms and conditions, which in our opinion, are prima facie,
not prejudicial to the interest of the Company.
xvi. To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company for the purposes 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, funds
raised on short term basis have, prima facie, not been used for long
term investment and vice versa.
xviii. The Company has not made any preferential allotment to parties
and companies covered under register maintained under Section 301 of
the Companies Act, 1956, during the year.
xix. The Company has not issued any debentures during the year.
xx. The Company has not raised money by any public issues during
the year.
xxi. Based on information and the 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 M P Chitale & Co.
Chartered Accountants
ICAI FRN:101851W
Ashutosh Pednekar Thane, Partner
August 14, 2012 ICAI M. No. 41037
Mar 31, 2010
We have audited the attached Balance Sheet of Aplab Limited as on March
31, 2010, the relative Profit and Loss Account and the Cash Flow
Statement for the year ended on that date all of which we have signed
under reference to this report. These financial statements are the
responsibility of the management of the Company. Our responsibility is
to express an opinion on these financial statements based on our audit.
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 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 presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.
We report as follows:-
1. As required by the Companies (Auditors Report) Order, 2003 and as
amended by Companies (Auditors Report) (Amednment) Order, 2004
(together the "Order") issued by the Central Government of India in
terms of Section 227(4A) of the Companies Act, 1956 we annex hereto a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
2. We invite reference to the annual report of the wholly owned
subsidiary, Intel Instruments & Systems Ltd. (Intel) which is appended
to the Companys annual report. It may be noted that Intel has
accumulated losses impacting the realisability of the Companys
Investment Rs.225 lacs (P. Y. Rs.225 lacs), Debtors Rs.225.18 lacs
(P.Y. Rs. 283.61 lacs) and Loans & Advances Rs. 21.58 lacs (P.Y. Rs.
55.05 lacs). This is also a matter referred to in our audit report for
the previous year 2008-09.
3. 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.
4. In our opinion, proper books of accounts as required by law have
been kept by the Company, so far as appears from our examination of
these books and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us.
5. The Balance Sheet and Profit and Loss Account and the Cash Flow
Statements dealt with by this report are in agreement with the books of
accounts.
6. In our opinion and to the best of our knowledge and according to
the explanations given to us, the Balance Sheet, Profit & Loss Account
and the Cash Flow Statement comply with the accounting standards
referred to in Section 211 (3C)ofthe Companies Act,1956 to the extent
applicable subject to non-compliance with AS- 15 which requires
accounting for accrued liability towards retirement benefits including
gratuity. As per the Companys accounting policy in this regard,
gratuity is provided when contribution is made to the Group Gratuity
Scheme. The year-end amount payable to LIC under this scheme not
recognized in the financial statements is Rs 354.37 lacs.
7. On the basis of the written representations received from the
Directors as on March 31, 2010 which have been taken on record by the
Board of Directors, we report that none of the Directors is
disqualified as on March 31, 2010 from being appointed as a Director in
terms of Section 274(1)(g) of the Companies Act, 1956.
8. We further report that, without considering our observations at
Para 2 above, the effect of which could not be determined, had the
observations made by us in Para 6 above been considered while compiling
accounts for the year, the loss of Rs. 615.97 lacs for the year would
have increased to loss of Rs 970.34lacs and balance of Reserves and
Surplus would have been Rs1614.33lacs as against the reported figure of
Rs 1968.7 Olacs.
9. In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet and Profit and
Loss Account read with the notes thereon give the information required
by the Companies Act, 1956 in the manner so required; however, in view
of our observations in Paragraph 8 above, they do not give a true and
fair view:
* in the case of the Balance Sheet, of the state of affairs of the
Company as at 31s1 March 2010,
* in the case of the Profit and Loss Account, of the loss for the year
ended on that date
* in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT
(Annexure referred to in Paragraph 1 of our report of even date on the
accounts for the year ended 31st March 2010 of Aplab Limited)
i. (a) The Company has maintained reasonable records showing full
particulars including quantitative details and situation of fixed
assets.
(b) Physical verification of some items of fixed assets was conducted
by the management during the year and we are informed that no material
discrepancies were noticed on such verification.
(c) During the year, Company has not disposed of any substantial/major
part of fixed assets.
ii. (a) As explained to us, the inventory has been physically verified
during the year by the management. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us and on the basis of our examination of the records of
inventory, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to the book records were not material and have been properly dealt with
in the books of account.
iii. (a) According to the information and explanations given to us, the
Company has not taken loans from the parties listed in the register
maintained under section 301 of the Companies Act, 1956; however, the
Company has granted loan amounting to Rs. 21.58 lacs to its subsidiary,
Intel Instruments & Systems Ltd. (P.Y. Rs. 21.58 lacs). The maximum
balance outstanding during the year was Rs.21.58 lacs
(b) This interest free loan granted is prima facie not prejudicial to
the interest of the Company.
(c) The Company has not stipulated any terms and conditions of
repayment of this interest free loan given to its subsidiary.
(d) Subject to our observations in para (iii) (a) above there is no
overdue amount of loan granted to the company listed in the register
maintained under Section 301 of the Companies Act, 1956.
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 nature of its business
with regard to the purchase of inventory and fixed assets, and with
regard to the sale of goods. The internal control procedures in case of
services rendered need to be strengthened. Subject to this
observation, on the basis of our examination and according to the
information and
explanations given to us, we have neither come across nor have been
informed of any instance of major weakness in the aforesaid internal
control procedures.
v. In respect of transactions entered in the register maintained in
pursuance of Sections 301 of the Companies Act, 1956,
(a) Based on audit procedures applied by us, to the best of our
knowledge and belief and according to the information and explanations
given to us, we are of the opinion that the transactions that needed to
be entered into the register maintained under Section 301 have been so
entered.
(b) According to the information and explanations given to us there are
transactions of purchase and sale of goods in excess of Rs.5 lakhs with
some parties / companies listed in the register maintained under
section 301. We are informed that these goods are specialized items for
which alternative sources of supply are not readily available; as such
comparison of prices could not be made. However, as certified by the
management, these transactions are at competitive prices considering
the quality and non standard nature of products and terms of payment
and other commercial considerations.
vi. In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by the
Reserve Bank of India, the provisions of Section 58A and 58AA of the
Companies Act, 1956 and the rules framed thereunder with regard to the
deposits accepted from the public.
vii. In our opinion, the Company has an internal audit system
commensurate with the size and the nature of its business.
viii. We have broadly reviewed the books of account maintained by the
Company relating to the manufacture of electronic products and
components thereof pursuant to the rules made by the Central Government
for the maintenance of cost records under Section 209(1 )(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed accounts and records have been maintained. We have not,
however, made a detailed examination of the records with a view to
determining whether they are accurate or complete.
ix. (a) According to the records of the Company and information and
explanations given to us, the Company has been generally regular in
depositing undisputed statutory dues including Provident Fund,
Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Customs
Duty, Excise Duty, cess and other statutory dues with the appropriate
authorities during the year. There are no undisputed statutory dues
outstanding as of March 31, 2010 for a period of more than six months
since they
became payable except the unclaimed debentures amounting to Rs. 7.80
lacs (Previous year Rs. 7.77 lacs) which should have been paid to the
Investor Education & Protection Fund. However, this amount has been
deposited by the company with Maharashtra Executor and Trustee Company
Limited, the trustees of the debenture holders.
(b) As at the year-end according to the records of the Company and
information and explanations given to us, the following are particulars
of disputed dues on account of following matters:-
Statute Amount Financial Forum where
(Rs.in Year dispute is pending
Lacs)
Appellate Authority
Custom Duty 5.30 2003-04 CESTAT, Mumbai
Excise Duty 1.80 2007-08 Commissionar of Central
Excise
(Appeals), Navi Mumbai
Excise Duty 5.37 1999-2000 CESTAT, Mumbai
x Subject to our observation in para 8 of the main report, the
Companys accumulated losses as at the end of the year are less than
fifty percent of its net worth. The Company has incurred cash losses
during the current financial year.
xi. Based on our audit procedures and on the basis of information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks
xii. According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
xiii. The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/Societies are not applicable to the
Company.
xiv. In our opinion and according to information and explanations given
to us the Company is not a dealer or trader of shares, debentures and
other securities.
xv. According to the information and explanations given to us, the
Company has given a guarantee for loans taken by its subsidiary from a
bank on terms and conditions, which in our opinion, are prima facie,
not prejudicial to the interest of the Company.
xvi. To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company for the purposes 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, funds
raised on short term basis have, prima facie, not been used for long
term investment and vice versa.
xviii. The Company has not made any preferential allotment to parties
and companies covered under register maintained under Section 301 of
the Companies Act, 1956, during the year.
xix. The Company has not issued any debentures during the year.
xx. The Company has not raised money by any public issues during the
year.
xxi. Based on information and the 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 M.P. Chitale & Co
Chartered Accountants
ICAI Firm Regn. No. 101851W
Ashutosh Pednekar
Mumbai, Partner
August 11, 2010 ICAI M.No.41037
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