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Auditor Report of Asahi Infrastructure & Projects Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of ASAHI INFRASTRUCTURE & PROJECT PRIVATE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information

Management's Responsibility for the (Standalone) * Financial Statements

2. The management and Board of Directors of the Company are 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 Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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

3. 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

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the 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, its profit/loss and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

7. 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 section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

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

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014

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

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

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

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise

For B M Gattani & Co Chartered Accountants Firm Registration No 113536W

Sd Balmukund N Gattani Proprietor Place: Mumbai Date : 20/08/2015


Mar 31, 2014

1. We have audited the accompanying financial statements of ASAHI INFRASTRUCTURE & PROJECTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March , 2014, the Statement of Profit and Loss for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

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

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

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and presentation 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 the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(ii) in the case of the Statement of Profit and Loss, of the Profit of the Company 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

7. As required by the Companies (Auditor''s Report) Order, 2003 and as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 ( together the "Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and in a statement of the matters specified in paragraph 4 & 5 of the said order.

8. As required by Section 227(3) of the Companies Act, 1956, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

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

Annexure to the Auditors'' Report

Statement referred to in paragraph 7 of the Auditors Report of even date to the members of ASAHI INFRASTRUCTURE & PROJECTS LIMITED on the Accounts for the year ended 31st March 2014.

On the basis of the records produced to us for our verification/perusal, such checks as we considered appropriate, and in terms of information and explanation given to us on our enquiries, we state that:

1. In Respect of its fixed Assets:

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

b) As explained to us all the fixed assets have been physically verified by the management at reasonable intervals during the year, According to the information and explanation given to us and the records produced to us for our verification, discrepancies noticed on such physical verification were not, in our opinion, materials and the same have been properly dealt with the Books of Accounts.

c) As per the information and explanation given to us or our enquires the disposal of assets during the year were not substantial and would not have an impact on the operation of the company.

2. In Respects of inventories:

a) The inventory has been physically verified by the management at reasonable intervals during the year and partially at the close of the year:

b) The procedures of physical verification of inventories followed by management as explained to us are, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business;

c) According to the records produced to us for our verification, the discrepancies noticed on physical verification of inventories referred to above, as compared to books records, through not material, have been properly dealt with in the books of account;

3. a) The Company has not granted or taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanation given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c) There is no overdue amount in respect of loan taken by the Company. In respect of loan given by the company, these are repayable on demand and, therefore, the question of overdue amount does not arise.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedure commensurate with the size of the company and the nature if its business with regard to the purchase of stores, raw materials including components, plant & machinery, equipments and similar assets & purchase of goods and for the sale of goods.

5. According to the information and explanation given to us, we are of the opinion that there are no contracts or arrangements the particulars of which need to be entered in to the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public; hence question of complying with the provision of section 58A and 58AA of the companies Act, 1956 and Rules made there under does not arise.

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

8. We are of the opinion that, prima face, the cost records and accounts prescribed by the Central Governments of India under section 209 (I) (d) of the Act, have been maintained. However we have not carried out any detailed examination of such accounts and records.

9. In respect of the statutory and other dues:

(a) According to the company, The Provident Fund and Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Cess and other material statutory dues have been regularly depositing during the year with be appropriate authorized though there is slight delay in a few cases.

(b) According to the records of company, Sales Tax, Income Tax, Wealth Tax, excise duty and Cess which have not been deposited on account of disputes are given below:

Name of statute Period to which Forum where Total amount (nature of dues) the amount related dispute is (Rupees) pending

IT Demand A.Y. 2012-13 IT Mumbai 57,68,920/-

10. In our opinion company does not have accumulated loss at the end of Financial year and has not incurred cash losses either during the current financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, The company has not defaulted inthe repayment of dues to Financial Institution or Bank.

12. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debenture and other securities.

13. In our opinion and according to the information and explanation given to us,The Company is not a chit fund, Nidhi, mutual benefit fund or a society.

14. During the year, the company does not have any transaction is respect of dealing and trading in shares, securities, debentures and other investment. All shares, debentures and other securities held as investments by the company in its own name.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by other from bank or financial institution.

16. In our opinion and according to the information and explanation given to us, no term loans were acquired during the year by the Company.

17. According to the information and explanation given to us and on an overall examination of the Financial statements of the Company, we report that no funds raised on Short-term basis have been used for long term investments by the Company.

18. The Company has not made preferential allotments of shares during the year and the price at which shares have been issued is not prejudicial to the interest of the Company.

19. During the year covered by our audit report the Company has not issued any debentures.

20. The Company has not raised any money by public issued during the year covered by our report.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company has been noticed or reported by the company during the year.

For B.M. Gattani & Co. Chartered Accountants

Balmukund N. Gattani Proprietor (Mem.N.047066) FRN.113536W Place: Mumbai Date: 21th Aug, 2014


Mar 31, 2012

1. We have audited the attached balance sheet of Asahi Infrastructure & Projects Limited as at 31st March 2012, the profit and loss account 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 conduct 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) (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 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 sheets, profit and loss account dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) 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 Mr.Gaurang Shah independent directors is resigned on 28/01/2012 and Mr. Pradeep jai Prakash is appointed as independent director on 27/01/2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanation given to us, they 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 profit and loss account, of the Loss for the period ended on that date.

c) In the case of the Cash flow statement of the cash flows of the Company for the year ended on that date.

(i) (a) The company has maintained proper records showing full particulars including quantitative Details and situation of fixed assets on the basis of information available.

(b) We are informed that fixed assets have been physically verified by the management during the year. There is a regular programme of verification which, in our opinion, 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) During the year the company has not disposed off a major part of fixed assets which has affected the going concern status of the company.

(ii) (a) The stock of finished goods held as stock –in-trade have been physically verified by the management at reasonable intervals during the year. In our opinion, frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, procedures of physical verification of inventories 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 explanation given to us the company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification between physical stock and book records.

(iii) (a) The Company has not granted any loans, secured or unsecured to from companies, firms or other parties Covered in register maintained under section 301 of the Companies Act, 1956 and as such clauses (iii) (a) to (iii)(d) are not applicable.

(b) The Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 and as such clauses (iii)(e) to (iii)(g) 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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made In pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits during the year & consequently the provision of section 58A and 58AA of the companies Act 1956 and the rules framed there under are not applicable.

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

(viii) According to the information and explanation given to us the maintenance of Cost Record has not been prescribed by the central Government u/s 209(1)(d) of the Companies Act, 1956 for any of the activities of the company.

(ix) (a) According to the information and explanation given to us the company is generally regular in depositing with appropriate authorities an undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable.

(b) According to the information and explanation given to us, no undisputed amount payable in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable .

(x) The accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the current and immediately preceding year.

(xi) According to the information and explanations provided to us the company does not have any outstanding dues to financial institutions.

(xii) In our opinion and according to the information and explanations provided 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 and according to the information and explanations provided to us the nature of activities of the company does not attract any special statute applicable to Chit Fund And Nidhi/ Mutual Benefit Fund / Society

(xiv) The company has maintained proper records for dealing in shares & debentures and timely entries have been made therein. All shares, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Companies Act,1956, and save for certain shares which are either lodged for transfer or held with transfer forms.

(xv) In our opinion and according to the information and explanations provided to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any term loan for vehicle during the year.

(xvii) According to the information and explanations provided to us and cash flow statement and other records of the company examined by us, we report that the company has not raised funds, short term or long term during the year

(xviii) During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Companies Act 1956.

(xix) The company has not issued any debentures till date.

(xxi) According to the information given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B. M. GATTANI & CO.

CHARTERED ACCOUNTANTS

F.R.No.113536W

B. M. GATTANI

PROPRIETOR

M.No.047066

Place: Mumbai

Date: 20th AUGUST, 2012


Mar 31, 2011

1. We have audited the attached balance sheet of Asahi Infrastructure & Projects Limited as at 31st March 2011, the profit and loss account 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 conduct 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) (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 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 sheets, profit and loss account dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) 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 is disqualified as on 31st March 2011. from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanation given to us, they 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 Loss for the period ended on that date.

c) In the case of the Cash flow statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS

Referred to in paragraph 3 of our report of even date, we state that:

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available.

(b) We are informed that fixed assets have been physically verified by the management during the year. There is a regular programme of verification which, in our opinion, 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) During the year the company has not disposed off a major part of fixed assets which has affected the going concern status of the company.

(ii) (a) The stock of finished goods held as stock -in-trade have been physically verified by the management at reasonable intervals during the year. In our opinion, frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, procedures of physical verification of inventories 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 explanation given to us the company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification between physical stock and book records.

(iii) (a) The Company has not granted any loans, secured or unsecured to from companies, firms or other parties Covered in register maintained under section 301 of the Companies Act, 1956 and as such clauses (iii) (a) to (iii)(d) are not applicable.

(b) The Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 and as such clauses (iii)(e) to (iii)(g) 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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made In pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits during the year & consequently the provision of section 58A and 58AA of the companies Act 1956 and the rules framed there under are not applicable.

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

(viii) According to the information and explanation given to us the maintenance of Cost Record has not been prescribed by the central Government u/s 209(1)(d) of the Companies Act, 1956 for any of the activities of the company.

(ix) (a) According to the information and explanation given to us the company is generally regular in depositing with appropriate authorities an undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable.

(b) According to the information and explanation given to us, no undisputed amount payable in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at 31st March, 2011 for a period of more than six months from the date they became payable .

(x) The accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the current and immediately preceding year.

(xi) According to the information and explanations provided to us the company does not have any outstanding dues to financial institutions.

(xii) In our opinion and according to the information and explanations provided 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 and according to the information and explanations provided to us the nature of activities of the company does not attract any special statute applicable to Chit Fund And Nidhi/ Mutual Benefit Fund / Society

(xiv) The company has maintained proper records for dealing in shares & debentures and timely entries have been made therein. All shares, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Companies Act,1956, and save for certain shares which are either lodged for transfer or held with transfer forms.

(xv) In our opinion and according to the information and explanations provided to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The company has taken term loan for vehicle during the year

(xvii) According to the information and explanations provided to us and cash flow statement and other records of the company examined by us, we report that the company has not raised funds, short term or long term during the year

(xviii) During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Companies Act 1956.

(xix) The company has not issued any debentures till date.

(xx) The company has raised money through public issue during the year.

(xxi) According to the information given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B. M. GATTANI & CO.

CHARTERED ACCOUNTANTS

F.R.No.113536W

B. M. GATTANI

PROPRIETOR

M.No.047066

Place: Mumbai

Date: 17/08/2011


Mar 31, 2010

1. We have audited the attached balance sheet of Asahi Infrastructure & Projects Limited as at 31st March 2010, the profit and loss account 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 conduct 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) (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 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 sheets, profit and loss account dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; (v) On the basis of written representations received from the directors, as on 31st March 2010. and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010. from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanation given to us, they 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 2010.

b) In the case of the profit and loss account, of the Loss for the period ended on that date.

c) In the case of the Cash flow statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS Referred to in paragraph 3 of our report of even date, we state that:

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available.

(b) We are informed that fixed assets have been physically verified by the management during the year. There is a regular programme of verification which, in our opinion, 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) During the year the company has not disposed off a major part of fixed assets which has affected the going concern status of the company.

(ii) (a) The stock of finished goods held as stock –in-trade have been physically verified by the management at reasonable intervals during the year. In our opinion, frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, procedures of physical verification of inventories 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 explanation given to us the company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification between physical stock and book records.

(iii) (a) The Company has not granted any loans, secured or unsecured to from companies, firms or other parties Covered in register maintained under section 301 of the Companies Act, 1956 and as such clauses (iii)(a) to (iii)(d) are not applicable.

(b) The Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 and as such clauses (iii)(e) to (iii)(g) 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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits during the year & consequently the provision of section 58A and 58AA of the companies Act 1956 and the rules framed there under are not applicable.

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

(viii) According to the information and explanation given to us the maintenance of Cost Record has not been prescribed by the central Government u/s 209(1)(d) of the Companies Act, 1956 for any of the activities of the company.

(ix) (a) According to the information and explanation given to us the company is generally regular in depositing with appropriate authorities an undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable.

(b) According to the information and explanation given to us, no undisputed amount payable in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable .

(x) The accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash losses during the current and immediately preceding year.

(xi) According to the information and explanations provided to us the company does not have any outstanding dues to financial institutions.

(xii) In our opinion and according to the information and explanations provided 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 and according to the information and explanations provided to us the nature of activities of the company does not attract any special statute applicable to Chit Fund And Nidhi/ Mutual Benefit Fund / Society

(xiv) The company has maintained proper records for dealing in shares & debentures and timely entries have been made therein. All shares, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Companies Act,1956, and save for certain shares which are either lodged for transfer or held with transfer forms.

(xv) In our opinion and according to the information and explanations provided to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The company has taken term loan for vehicle during the year

(xvii) According to the information and explanations provided to us and cash flow statement and other records of the company examined by us, we report that the company has not raised funds, short term or long term during the year

(xviii) During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Companies Act 1956.

(xix) The company has not issued any debentures till date.

(xx) The company has raised money through public issue during the year.

(xxi) According to the information given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B. M. GATTANI & CO. CHARTERED ACCOUNTANTS

B. M. GATTANI PROPRIETOR

Place: Mumbai Date

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