Mar 31, 2018
REPORT ON THE STANDALONE FINANCIAL STATEMENTS
1. We have audited the accompanying standalone financial statements of Bang Overseas Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit & Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and summary of significant accounting policies and other explanatory information.
MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income ), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies ( Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. 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; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
AUDITORâS RESPONSIBILITY
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken in account the provision of the Act, the accounting and auditing standards and matters which required to be included in the audit report under the provisions of the Act and Rules made there under.
5. 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 of material misstatement.
6. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal financial control relevant to the Companyâs preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expression an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and 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 Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
OPINION
8. In our opinion, and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2018, and its profit (including other comprehensive income), its cash flow and the changes in equity for the year ended on that date.
OTHER MATTER
9. The financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these standalone financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated May 30, 2017 and May 30, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition have been audited by us.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
10 As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure âAâ a statement on matters specified in paragraphs 3 and 4 of the said order.
1. 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 (including other comprehensive income), the Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the books of accounts;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of written representations received from the directors as on March 31,2018 and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2018 from being appointed as a director in terms of section 164(2) of the Act.
(f) Report on Internal Financial Controls under clause (i) of subsection 3 of Section 143 of the Act is enclosed as Annexure âBâ to this report.
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanation given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as at March 31, 2018. Refer Note No. 34 to the financial statements.
ii. The Company did not have any long term contracts including derivative contracts for which there were material foreseeable losses:
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.
Annexure -A
ANNEXURE TO THE INDEPENDENT AUDITORSâ REPORT Bang Overseas Limited
(Referred to in paragraph 9 of our report of the even date)
(i) (a) The Company has maintained records for fixed assets showing full particulars, including quantitative details and situation of fixed assets.
(b) As explained to us, the fixed assets of the Company have been physically verified by the management at reasonable interval.
(c) According to the information and explanation given to us and on the basis our examination of the records of the Company, the title deed of immovable properties are held in the name of the Company.
(ii) According to the information and explanation given to us, the management has conducted physical verification in respect of stock at reasonable intervals except trading division. No material discrepancies have been noticed on physical verification of stocks as compared to books for manufacturing units where physical verification has been carried out by the management.
(iii) The Company has not granted any loans or advances in the nature of loans to the parties covered in the register maintained under Section 189 of the Act. Hence, the question of reporting whether the receipt of principal and interest are regular and, whether reasonable steps of recovery of over dues of such loans are taken does not arise.
(iv) The Company has not given any loans nor made any investment during the year. Hence provision of Section 185 and 186 of the Act are not applicable to the Company.
(v) Based on our scrutiny of the Companyâs records and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any deposits so far up to 31st March 2018 which are âdepositsâ within the meaning of Rule2(b) of the Companies (Acceptance of Deposit) Rules, 2014.
(vi) According to information and explanation provided by the management, during the year Company is not engaged in production of any goods or provision of any service for which the Central Government has prescribed particulars relating to utilization of material or labour or other items of cost. Hence, the provisions of section 148(1) of the Act do not apply to the Company. Hence, in our opinion, no comment on maintenance of cost records under section 148(1) of the Act is required.
(vii) (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, wealth-tax, custom duty, value added tax, excise duty, cess and other statutory dues as applicable to it except few slight delays.
According to the information and explanations given, no undisputed amounts payable in respect of income-tax, sales tax, value added tax, custom duty and excise duty were outstanding, as at 31st March 2018 for a period of more than six months from the date they became payable;
(b) According to the records of the Company, there are no dues of sales tax, income-tax, value added tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute;
(viii) Based on our audit procedures and on the basis of information and explanation given by the management, we are of opinion that the Company has not defaulted in repayment of loan or borrowing from financial institutions or banks or dues to debenture holders.
(ix) According to the records of the Company, the Company has not raised any moneys by way of Initial Public Offer or Further Public Offer nor has the Company obtained any term loan. Hence, comments under the clause are not called for.
(x) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on the Company by its officer or employees or any fraud by the Company has been noticed or reported during the course of our audit.
(xi) According to information and explanation given to us and based on our examination of the records of the Company, the Company has paid/provided any managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.
(xii) In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the Company is not a nidhi hence, in our opinion, the requirements of Clause 3(xii) of the Order does not apply to the Company.
(xiii) According to the information and explanations given to us and based on our examination of records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under Section 45-1A of the Reserve Bank of India Act, 1934.
Annexure -B
ANNEXURE TO THE INDEPENDENT AUDITORSâ REPORT Report on the Internal Financials Controls under Clause (i) of Subsection 3 of Section 143 of the Act.
1. We have audited the internal financial controls over financial reporting of Bang Overseas Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For BHATTER & COMPANY
Chartered Accountants
Firm Regd. No. 131092W
Sd/-
DAULAL H BHATTER
Proprietor
Membership No: 016937.
Place: Mumbai
Dated:30th May 2018
Mar 31, 2016
The Company assumes no responsibility in respect of the forward looking statements herein, which may undergo changes in future on the basis of subsequent developments, information or events.
To,
The Members of
Bang Overseas Limited
REPORT ON THE STANDALONE FINANCIAL STATEMENTS
1. We have audited the accompanying standalone financial statements of Bang Overseas Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit & Loss and Cash Flow Statement for the year then ended, and summary of significant accounting policies and other explanatory information.
MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE
FINANCIAL STATEMENTS
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies ( Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
AUDITORâS RESPONSIBILITY
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken in account the provision of the Act, the accounting and auditing standards and matters which required to be included in the audit report under the provisions of the Act and Rules made there under.
5. 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 of material misstatement.
6. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal financial control relevant to the Companyâs preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expression an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and 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 Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
8. In our opinion, and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at31st March 2016, and its profit and its cash flow for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
9. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in Annexure âAâ a statement on matters specified in paragraphs 3 and 4 of the said order.
10. 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 are in agreement with the books of accounts;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of written representations received from the directors as on March 31,2016 and taken on record by the Board of Directors, none of the directors are disqualified as on March 31,2016 from being appointed as a director in terms of section 164(2) of the Act .
(f) Report on Internal Financial Controls under clause (i) of subsection 3 of Section 143 of the Act is enclosed as Annexure âBâ to this report.
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanation given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as at March 31,2016. Refer Note No. 29 to the financial statements.
ii. The Company did not have any long term contracts including derivative contracts for which there were material foreseeable losses:,
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016.
Bang Overseas Limited
(Referred to in paragraph 9 of our report of the even date)
(i) (a) The Company has maintained records for fixed assets, but it is not showing full particulars, including quantitative details and situation of fixed assets except for the manufacturing units.
(b) As explained to us, the fixed assets of the Company have not been physically verified by the management at reasonable intervals.
(c) According to the information and explanation given to us and on the basis our examination of the records of the Company, the title deed of immovable properties are held in the name of the Company.
(ii) According to the information and explanation given to us, the management has conducted physical verification in respect of stock at reasonable intervals except trading division. No material discrepancies have been noticed on physical verification of stocks as compared to books for manufacturing units where physical verification has been carried out by the management.
(iii) The Company has not granted any loans or advances in the nature of loans to the parties covered in the register maintained under Section 189 of the Act. Hence, the question of reporting whether the receipt of principal and interest are regular and, whether reasonable steps of recovery of over dues of such loans are taken does not arise.
(iv) The Company has not given any loans nor made any investment during the year. Hence provision of Section 185 and 186 of theca are not applicable to the Company.
(v) Based on our scrutiny of the Companyâs records and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any deposits so far up to 31st March 2016 which are âdepositsâ within the meaning of Rule2(b) of the Companies (Acceptance of Deposit) Rules, 2014.
(vi) According to information and explanation provided by the management, during the year Company is not engaged in production of any goods or provision of any service for which the Central Government has prescribed particulars relating to utilization of material or labour or other items of cost. Hence, the provisions of section 148(1) of the Act do not apply to the Company. Hence, in our opinion, no comment on maintenance of cost records under section 148(1) of the Act is required.
(vii) (a) According to the records of the Company, the Company is
regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, wealth-tax, custom duty, value added tax, excise duty, cess and other statutory dues as applicable to it except few slight delays.
According to the information and explanations given, no undisputed amounts payable in respect of income-tax, sales tax, value added tax, custom duty and excise duty were outstanding, as at 31st March 2016 for a period of more than six months from the date they became payable;
(b) According to the records of the Company, there are no dues of sales tax, income-tax, value added tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute;
(viii) Based on our audit procedures and on the basis of information and explanation given by the management, we are of opinion that the Company has not defaulted in repayment of loan or borrowing from financial institutions or banks or dues to debenture holders.
(ix) According to the records of the Company, the Company has not raised any moneys by way of Initial Public Offer or Further Public Offer nor has the Company obtained any term loan. Hence, comments under the clause are not called for.
(x) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on the Company by its officer or employees or any fraud by the Company has been noticed or reported during the course of our audit.
(xi) According to information and explanation given to us and based on our examination of the records of the Company, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act .
(xii) In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the Company is not a nidhi hence, in our opinion, the requirements of Clause 3(xii) of the Order does not apply to the Company.
(xiii) According to the information and explanations given to us and based on our examination of records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under Section 45-1A of the Reserve Bank of India Act, 1934.
Report on the Internal Financials Controls under Clause (i) of Subsection 3 of Section 143 of the Act .
1. We have audited the internal financial controls over financial reporting of Bang Overseas Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Rajendra K. Gupta & Associates
Chartered Accountants
Firm Registration No: 108373W
Rajendra Kumar Gupta
Partner
Membership No: 9939
Place: Mumbai
Date: 30 May 2016
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
Bang Overseas Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2015, the Statement of Profit & Loss and Cash Flow
Statement for the year then ended, and summary of significant
accounting policies and other explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
2. The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies ( Accounts) Rules, 2014. This responsibility includes
maintenance of adequate accounting records in accordance with the
provisions ofthe 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
3. Our responsibility is to express an opinion on these financial
statements based on our audit.
4. We have taken in account the provision of the Act, the accounting
and auditing standards and matters which required to be included in the
audit report under the provisions of the Act and Rules made there
under.
5. 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 of material misstatement.
6. 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 auditors consider internal financial control relevant
to the Company's preparation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but
not for the purpose of expression an opinion on whether the Company has
in place an adequate internal financial controls system over financial
reporting and 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 ofthe
financial statements.
7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
financial statements.
OPINION
8. 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 accounting principles generally
accepted in India, of the state of affairs of the Company as at 31st
March 2015, and its profit/loss and its cash flow for the year ended on
that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
9. 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, 2013, we give in
Annexure a statement on matters specified in paragraphs 3 and 4 of the
said order.
10. As required by Section 143 (3) ofthe Act, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
accounts;
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of 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) ofthe Act.
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our knowledge and belief
and according to the information and explanation given to us:
i. The Company has disclosed the pending litigations in its financial
statements, which impacts its financial position (Refer Note No. 29
(a)).
ii. The Company did not have any long term contracts including
derivative contracts for which there were material foreseeable losses:,
iii. There were no amounts which were required to be transferred to
the investor Education and Protection Fund.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
Bang Overseas Limited
(Referred to in paragraph 9 of our report of the even date)
(i) In respect of fixed assets:
(a) The Company has maintained records for fixed assets, but it is not
showing full particulars, including quantitative details and situation
of fixed assets except for the manufacturing unit.
(b) According to the information and explanation given to us, the fixed
assets of the Company have not been physically verified by the
management at reasonable intervals:
(ii) (a) As explained to us, the inventories have been physically
verified by the management during the year.
(b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification followed by the
management are reasonable and adequate in relation to the size of the
Company and the nature of its business;
(c) The company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory as compared to the book records.
(iii) The company has not granted any loans to the parties covered in
the register maintained under Section 189 of the Companies Act, 2013.
Hence, the question of reporting whether the receipt of principal and
interest are regular and, whether reasonable steps of recovery of over
dues of such loans are taken does not arise.
(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 it's business
for the purchase of Inventory and Fixed assets and sale of goods.
During the course of our audit, we have not observed any continuing
failure to correct measure weaknesses in such internal controls.
(v) Based on our scrutiny of the Company's records and according to the
information and explanations provided by the management, in our
opinion, the company has not accepted any loans or deposits which are
'deposits' within the meaning of Rule 2(b) of the Companies (Acceptance
of Deposit's) Rules, 2014.
(vi) We have been informed by the management, no cost records have been
prescribed under Section 148(1) of the Companies Act, 2013 in respect
of products manufactured by the Company.
(vii) (a) According to the records of the Company, the Company is
regular in depositing undisputed statutory dues including provident
fund, employees' state insurance, income tax, sales tax, service tax
and custom duty have generally been regularly deposited with the
appropriate authorities.
(b) According to the information and explanation given to us, there are
no dues of income tax, provident fund, service tax and other material
statutory dues which have not been deposited with appropriate
authorities on account of any disputes, except, dispute in respect of
Income Tax of Rs. 246.74 Lacs under Income Tax Act, 1961 pending before
The Commissioner of Income Tax (Appeals).
(c) The Company is not required to transfer any amount to Investor
Education and Protection Fund in accordance with the provisions of the
Companies Act, 2013 and Rules there under.
(viii) The Company has accumulated losses at the end of the financial
year and has incurred cash loss during the financial year covered by
our audit and also in immediately preceding financial year. However
accumulated losses at the end of financial year are less than fifty
percent of its net worth.
(ix) According to records of the Company, examined by us and
information and explanation given to us, the company has not defaulted
in repayment of dues to any financial institution or bank as at the
balance sheet date.
(x) According to the records of the Company and the information and
explanation provided by the management, the terms and conditions of the
guarantees given by the Company for loans taken by others from bank
during the year are not prejudicial to the interest of the Company.
(xi) According to the records of the Company, the Company has not
obtained any term loans. Hence, comments under the clause are not
called for.
(xii) Based on our audit procedures performed and according to the
information and explanation given to us by the management no fraud on
or by the Company has been noticed or reported during the course of our
audit.
For Rajendra K. Gupta & Associates
Chartered Accountants
Firm Registration No: 108373W
Rajendra Kumar Gupta
Partner
Membership No: 9939
Place: Mumbai
Date: 30 May 2015
Mar 31, 2014
We have audited the accompanying financial statements of Bang Overseas
Limited (the "Company"), which comprise the Balance Sheet as at March
31, 2014, the Statement of Profit & Loss and Cash Flow Statement for
the year then ended, and summary of significant accounting policies and
other explanatory information, which we have signed under reference to
this report.
MANGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in sub-section
(3C) of Section 211 of the Companies Act, 1956 of India (the "Act")
read with the General Circular No. 15 / 2013 dated September 13, 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.
AUDITORS'' RESPONSIBILITY
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
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 auditors consider 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 accompanying financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with accounting principles generally
accepted in India:
(a) in the case of Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of Statement of Profit and Loss, of the Loss for the
year ended on that date; and
(c) in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
REPORT ON OTHER LEGAL & REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor''s Report) Order, 2003 as
amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Act (hereinafter referred to as the ''Order'') and
on such checks of the books and records of the Company as we considered
appropriate and according to the information and explanations given to
us, we give in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the order.
2. As required by Section 227 (3) of the Act, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
accounts;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with the
accounting standards notified under the Act, read with General Circular
No. 15 /2013 dated September 13, 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, we
report that 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 Act.
(i) In respect of fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets
(b) According to the information and explanation given to us, the fixed
assets of the Company has been physically verified by the management at
reasonable intervals and no material discrepancies were noticed on such
verification:
(c) The fixed assets disposed off during the year does not constitute a
substantial part of fixed assets of the Company and such disposal in
our opinion has not affected the going concern status of the Company.
(ii) In respect of inventories:
(a) As explained to us, the inventories have been physically verified
by the management during the year.
(b) In our opinion and according to the information and explanation
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 explanation
given to us, the Company has maintained proper records of inventories.
No material discrepancies were noticed on the physical verification
done by the management.
(iii) In respect of loans taken / granted:
(a) According to the information and explanation given to us, the
Company has taken unsecured loans during the year from two parties
covered in the register maintained under Section 301 of the Companies
Act, 1956. The maximum amount due on such unsecured loans during the
year is Rs.2, 59,62,085/- and the year end balance is Rs. 2,40,06,685/-
(b) According to the information and explanation given to us, the
Company has granted unsecured loan during the year to two parties
covered in the register maintained under Section 301 of the Companies
Act, 1956. The maximum amount receivable on such unsecured loan during
the year is Rs. 1,92,57,095/- and the year end balance is Rs.
42,57,095/-
(c) In our opinion the terms and conditions on which the loan has been
taken by / granted to the Company are not prima facie prejudicial to
the interest of the Company.
(d) The Company is regular in repaying principal amount and interest as
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 it''s business
forthe purchase of Inventory and Fixed assets and sale of goods. During
the course of our audit, we have not observed any continuing failure to
correct measure weaknesses in such internal controls.
(v) In respect of register maintained under Section 301 of the
Companies Act, 1956:
(a) Based on the information and explanations given to us, the
transaction pertaining to contracts and arrangements that need to be
entered in to a register in pursuance of Section 301 of the Companies
Act, 1956 have been so entered.
(b) According to information and explanation given to us, the
transactions made in pursuance of such contract or arrangement entered
in the register maintained under Section 301 of the Companies Act, 1956
and aggregating during the year to Rs.5,00,000/- or more in respect of
any party have been made at prices which are reasonable having regards
to the prevailing market prices.
(vi) In our opinion, and according to the information and explanation
given to us, the Company has not accepted any deposit from public and
therefore the provisions of Section 58 and 58AAof the Companies Act,
1956 and Rules there under are not applicable to the Company.
(vii) In our opinion, the internal audit functions carried out during
the year by the Internal Auditor have been commensurate with the size
of the Company and nature of it''s business.
(viii) We have broadly reviewed the books of accounts maintained by the
Company in respect of products where, pursuant to the rules made by
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act, and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not made a detailed
examination of the records with a view to determine whether they are
accurate or complete.
(ix) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company is
regular in depositing undisputed statutory dues including provident
fund, employees'' state insurance, income tax, sales tax, service tax
and custom duty have generally been regularly deposited with the
appropriate authorities.
According to the information and explanation given to us, there was no
undisputed amount payable in respect of statutory dues were in arrears
as at 31st March, 2014 for a period of more than 6 months from the date
they became payable.
According to the information and explanation given to us, there are no
dues of income tax, provident fund, service tax and other material
statutory dues which have not been deposited with appropriate
authorities on account of any disputes, except, dispute in respect of
Income Tax of Rs. 246.74 Lacs under Income Tax Act, 1961 pending before
The Commissioner of Income Tax (Appeals).
(x) The Company does not have any accumulated losses at the end of the
financial year and has incurred cash loss during the financial covered
by our audit but not in the immediately preceding financial year.
(xi) Based on our audit procedures and the information and explanation
given by the management, we are of the opinion that the Company has not
defaulted in repayment of dues to bank.
(xii) According to the information and explanations given 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) The Company is not a nidhi / mutual benefit fund / society.
(xiv) In our opinion the Company is not a dealer or trader in shares,
securities, debentures and other investments. All the Investments made
by the Company are in the name of the Company.
(xv) According to the information and explanation given to us, the
Company has given guarantee of Rs. 456 Lacs for loans taken by
Subsidiary Companies from banks.
(xvi) According to the records of the Company, and as per the
information and explanation given to us the Company has not taken the
term loan and hence provision of clause 4(xvi) of the order is not
applicable.
(xvii) Based on the information and explanation given to us and over
all examination of Balance Sheet of the Company, in our opinion, there
are no funds raised on a short term basis which have been used for long
term investment and vice versa.
(xviii) The Company has not made any preferential allotment of shares
to parties and Companies covered in the Register maintained under
section 301 of the Act.
(xix) The Company has not issued any debentures.
(xx) During the year, the Company has not raised any money by public
issue of Equity Shares.
(xxi) To the best of our knowledge and belief and according to the
information and explanation given to us no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Rajendra K.Gupta & Associates
Chartered Accountants
Firm Registration No: 108373W
Rajendra Kumar Gupta
Partner
Membership No: 9939
Place: Mumbai
Date: 30th May, 2014
Mar 31, 2013
1. We have audited the accompanying fnancial statements of Bang
Overseas Limited (the "Company"), which comprise the Balance Sheet as
at March 31, 2013, the Statement of Proft & Loss and Cash Flow
Statement for the year then ended, and summary of signifcant accountng
policies and other explanatory informaton, which we have signed under
reference to this report.
2. The Company''s Management is responsible for the preparaton of these
fnancial statements that give a true and fair view of the fnancial
positon, fnancial performance and cash fows of the Company in
accordance with the Accountng Standards referred to in sub-secton (3C)
of Secton 211 of the Companies Act, 1956 of India (the "Act"). This
responsibility includes the design, implementaton and maintenance of
internal control relevant to the preparaton and presentaton of the
fnancial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
3. Our responsibility is to express an opinion on these fnancial
statements based on our audit. We conducted our audit in accordance
with the standards on Auditng issued by the Insttute 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 fnancial statements are free of
material misstatement.
4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the fnancial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the fnancial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Company''s preparaton and fair presentaton of the fnancial statements in
order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluatng the appropriateness of
accountng policies used and the reasonableness of the accountng
estmates made by Management, as well as evaluatng the overall
presentaton of the fnancial statements. We believe that the audit
evidence we have obtained is sufcient and appropriate to provide a
basis for our audit opinion.
5. In our opinion, and to the best of our informaton and according to
the explanatons given to us, the accompanying fnancial statements give
the informaton required by the Act in the manner so required and give a
true and fair view in conformity with accountng principles generally
accepted in India:
(a) in the case of Balance Sheet, of the state of afairs of the Company
as at March 31, 2013;
(b) in the case of Statement of Proft and Loss, of the Proft for the
year ended on that date; and
(c) in the case of Cash Flow Statement, of the cash fows for the year
ended on that date.
6. As required by the Companies (Auditor''s Report) Order, 2003 as
amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
issued by the Central Government of India in terms of sub-secton (4A)
of secton 227 of the Act (hereinafer referred to as the ''Order'') and on
such checks of the books and records of the Company as we considered
appropriate and according to the informaton and explanatons given to
us, we give in the Annexure a statement on the maters specifed in
paragraphs 4 and 5 of the order.
7. As required by Secton 227 (3) of the Act, we report that:
(a) We have obtained all the informaton and explanatons 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 examinaton of those
books;
(c) The Balance Sheet, Statement of Proft and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
accounts;
(d) In our opinion, the Balance Sheet, Statement of Proft and Loss and
Cash Flow Statement dealt with by this report comply with the accountng
standards referred to in sub-secton (3C) of secton 211 of the Act;
(e) On the basis of writen representatons received from the directors
as on March 31,2013 and taken on record by the Board of Directors, we
report that none of the directors is disqualifed as on March 31,2013
from being appointed as a director in terms of clause (g) of sub secton
(1) of secton 274 of the Act.
(f) Since the Central Government has not issued any notfcaton as to the
rate at which the cess is to be paid under secton 441A of the Companies
Act, 1956 nor has it issued any Rules under the said secton,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in paragraph 6 of our report of the even date)
(i) In respect of fxed assets:
(a) The Company has maintained proper records showing full partculars,
including quanttatve details and situaton of fxed assets.
(b) According to the informaton and explanaton given to us, the fxed
assets of the Company have been physically verifed by the management at
reasonable intervals and no material discrepancies were notced on such
verifcaton:
(c) The fxed assets disposed of during the year does not consttute a
substantal part of fxed assets of the Company and such disposal in our
opinion has not afected the going concern status of the Company.
(ii) In respect of inventories:
(a) As explained to us, the inventories have been physically verifed by
the management during the year.
(b) In our opinion and according to the informaton and explanaton given
to us, the procedures of physical verifcaton of inventory followed by
the management are reasonable and adequate in relaton to the size of
the Company and the nature of its business;
(c) In our opinion and according to the informaton and explanaton given
to us, the Company has maintained proper records of inventories. No
material discrepancies were notced on the physical verifcaton done by
the management.
(iii) In respect of loans taken / granted:
(a) According to the informaton and explanaton given to us, the Company
has taken unsecured loans during the year from three partes covered in
the register maintained under Secton 301 of the Companies Act, 1956.
The maximum amount due on such unsecured loans during the year is Rs.7,
82,64,309/- and the year end balance is Rs. 7,89,56,021/- (b) According
to the informaton and explanaton given to us, the Company has granted
unsecured loan during the year to one party covered in the register
maintained under Secton 301 of the Companies Act, 1956. The maximum
amount receivable on such unsecured loan during the year is Rs.
40,08,630/- and the year end balance is Rs. 40,08,630/- (c) In our
opinion the terms and conditons on which the loan has been taken by /
granted to the Company are not prima facie prejudicial to the interest
of the Company.
(d) The Company is regular in repaying principal amount and interest as
stpulated.
(iv) In our opinion, and according to the informaton and explanatons
given to us, there are adequate internal control procedures
commensurate with the size of the Company and nature of it''s business
for the purchase of Inventory and Fixed assets and sale of goods.
During the course of our audit, we have not observed any contnuing
failure to correct measure weaknesses in such internal controls.
(v) In respect of register maintained under Secton 301 of the Companies
Act, 1956:
(a) Based on the informaton and explanatons given to us, the transacton
pertaining to contracts and arrangements that need to be entered in to
a register in pursuance of Secton 301 of the Companies Act, 1956 have
been so entered.
(b) According to informaton and explanaton given to us, the transactons
made in pursuance of such contract or arrangement entered in the
register maintained under Secton 301 of the Companies Act, 1956 and
aggregatng during the year to Rs.5,00,000/- or more in respect of any
party have been made at prices which are reasonable having regards to
the prevailing market prices.
(vi) In our opinion, and according to the informaton and explanaton
given to us, the Company has not accepted any deposit from public and
therefore the provisions of Secton 58 and 58AA of the Companies Act,
1956 and Rules there under are not applicable to the Company.
(vii) In our opinion, the internal audit functons carried out during
the year by the Internal Auditor have been commensurate with the size
of the Company and nature of it''s business.
(viii) We have broadly reviewed the books of accounts maintained by the
Company in respect of products where, pursuant to the rules made by
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-secton (1) of Secton 209 of the Act,
and are of the opinion that, prima facie, the prescribed accounts and
records have been made and maintained. We have not, however, made a
detailed examinaton of the records with a view to determine whether
they are accurate or complete.
(ix) According to the informaton and explanatons given to us and on the
basis of our examinaton of the books of account, the Company is regular
in depositng undisputed statutory dues including provident fund,
employees'' state insurance, income tax, sales tax, service tax and
custom duty have generally been regularly deposited with the
appropriate authorites, except slight delay at few instances.
According to the informaton and explanaton given to us, there was no
undisputed amount payable in respect of statutory dues were in arrears
as at 31st March, 2013 for a period of more than 6 months from the date
they became payable.
According to the informaton and explanaton given to us, there are no
dues of income tax, provident fund, service tax and other material
statutory dues which have not been deposited with appropriate
authorites on account of any disputes.
(x) The Company does not have any accumulated losses at the end of the
fnancial year and has not incurred cash losses during the fnancial
covered by our audit and the immediately preceding fnancial year.
(xi) Based on our audit procedures and the informaton and explanaton
given by the management, we are of the opinion that the Company has not
defaulted in repayment of dues to bank.
(xii) According to the informaton and explanatons given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securites.
(xiii) The Company is not a nidhi / mutual beneft fund / society.
(xiv) In our opinion the Company is not a dealer or trader in shares,
securites, debentures and other investments. All the Investments made
by the Company are in the name of the Company.
(xv) According to the informaton and explanaton given to us, the
Company has not given any guarantee for loans taken by others from
banks or fnancial insttutons.
(xvi) According to the records of the Company, and as per the
informaton and explanaton given to us the Company has not taken the
term loan and hence provision of clause 4(xvi) of the order is not
applicable.
(xvii) Based on the informaton and explanaton given to us and over all
examinaton of Balance Sheet of the Company, in our opinion, there are
no funds raised on a short term basis which have been used for long
term investment and vice versa.
(xviii) The Company has not made any preferental allotment of shares to
partes and Companies covered in the Register maintained under secton
301 of the Act.
(xix) The Company has not issued any debentures.
(xx) During the year, the Company has not raised any money by public
issue of Equity Shares.
(xxi) To the best of our knowledge and belief and according to the
informaton and explanaton given to us no fraud on or
by the Company has been notced or reported during the course of our
audit.
For Rajendra K Gupta & Associates
Chartered Accountants
Firm Registraton No.: 108373W
Rajendra Kumar Gupta
Partner
Membership No. 9939
Place: Mumbai
Date : 30th May 2013
Mar 31, 2010
1. We have audited the attached Balance Sheet of Bang Overseas Limited
as at 31 March, 2010 and also the Profit and
2. We have conducted our audit in accordance with the Auditing
Standards generally accepted in India. Those Standards require that
plan and disclosures in the financial statements. An audit also
includes, assessing the accounting principles used and we believe
Companies Act 1956, we enclosed in the Annexure a statement on the
matter specified in paragraphs 4 and 5 of the said order.
4. Further to our comments in the Annexure referred to in paragraph
(3) above, we report as follows:
a) we have obtained all the information and explanations, which to the
best of our knowledge
b) in our opinion, proper books of account as required by law have been
kept by the Company so far as appears
c) the Balance Sheet and Profit and Loss Account and Cash Flow
Statement dealt with by this report are in
e) on the basis of the written representation received from the
directors, and taken on record by the Board of Directors, as on 31
March 2010, we report that, none of the directors is disqualified as on
31 March 2010 from being appointed as a director In ,terms of Cause (g)
of the sub-section (1, of the Section 274 of the Companies
f) in our opinion and to the best of our information by 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;
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 3I March, 2010;
ii) in the case of Profit and Loss Account, of the profit of the
Company for the year ended on that date;and
iii) in the case of Cash Flow Statement. of the cash flows for the year
ended on that date
ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our
report of the even date)
(i) In respect of fixed assets:
(a) The company has maintained proper records showing full particulars
including quantitative details and
(b) the fixed assets of the company by the management at reasonable
intervals and
(c) During the year, the Company has disposed off a part of the fixed
assets. Based on the information and
(ii) In respect of inventories:
(a) As explain to us, the inventories have been physically verified by
the management during the year.
(b) In our opinion and according to the information and explanation
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 explanation
given to us, the Company has maintained proper records of inventories.
(iii) In respect of loans taken /granted:
(a) According to the information and explanation given to us, the
Company has taken unsecured loans from one company and eleven parties
covered in the register maintained under Section 301 of the Companies
Act, 1956. The maximum amount due during the year is Rs. 2 2,81,2
6,206 and the year end balance is Rs. 20,02,08,205/-
(b) According to the information and explanation given to us, the
Company has not granted loans to the Companies firms, directors and the
other parties covered in the register maintained under section 301
(c) In our opinion the terms and conditions on which the loan has been
,taken by the Company area not prima facie
(d) The Company is regular in repaying principal amount and interest as
stipulated.
(iv) In our opinion, and according to the information and explanations
given to us, there are adequate internal control
(v) lnrespectofregistermaintainedunderSection301oftheCompaniesAct,1956:
(a) Based on the information and explanations given to us, the
transaction pertaining to contracts and arrangements that need to be
entered in to a register in pursuance of Section 301 of the Companies
Act, 1956 have been so entered.
(b) According to information and explanation given to us, the
transactions made in pursuance of such contract or arrangement entered
in the register maintained under Section 301 of the Companies Act, 1956
and aggregation during of any party have been made at * prices which
(vi) The Company has not accepted any deposit as referred to in Section
58A and 58AA of the Companies Act, 1956. We are informed that no order
relating to the Company has been passed by the Company Law Board or
National Company Law Tribunal or Reserve Bank of India or any Court or
any other Tribunal.
(vii) In our opinion, the internal audit functions carried out during
the year by the Internal Auditor have been commensurate with the size
of the Company and nature of its business.
(Viii) As informed ofVheC^ of cost records under section 209 (1) (d)
(ix) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company is
regular in depositing undisputed statutory dues including provident
funds / employees appropriate regularly deposited with
(Xi) Based on our audit procedures and the information and explanation
give by the management, we are of the opinion
(xii) According to the information and explanations given to us the
Company has not granted loans and advances on the
(xiii) The Company is not a nidhi / mutual benefit fund / society.
(xiv) In our opinion the Company is not a dealer or trader in shares,
securities, debentures and other investments. All the Investments made
by the Company are in the name of the Company.
(xv) The Company has given guarantee of Rs. 700,00,000/- for loans
taken by its Subsidiary Vedanta Creations Ltd. from The Hongkong and
Shanghai Banking Corporation Limited.
(xvi) In our opinion and according to the explanation given, overall
basis the term loan were applied for the purpose for which they were
raised.
(xvii) Based on the information and explanation given to us and over
all examination of Balance Sheet of the Company, in our opinion, there
are no funds raised on a short term basis which have been used for long
term investment and vice
(xviii)The Company has not made any preferential allotment of shares to
parties and Companies covered in the Register
(xix) The Company has not issued any debentures.
(XX) financial statement issue during the year and the same is
disclosed in not notes to the
(XXi) To the best of our knowledge and t^Com^an^ explanation given to
us no fraud on or
For Rajendra K.Gupta & Asociates
Firm Registration No: 108373W
Rajendra Kumar Gupta
Membership No: 9939
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