Mar 31, 2016
Report on the Financial Statements
We have audited the accompanying financial statements of CALS REFINERIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The 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
Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement .
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Basis of Qualified Opinion
Attention of the matters is invited to note no.27(d) of the notes to accounts regarding the financial statements of the company having been prepared on a Going Concern basis, not withstanding that due to continuous losses incurred by the company during the past years and current year, the accumulated losses of the Company have far exceeded its Net Worth resulting in negative net worth on Balance Sheet date. The company has written-off a substantial part of its Fixed Asset during the previous year. This situation indicates the existence of a material uncertainty that may cast a significant doubt on the company''s ability to continue as going concern.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis of Qualified Opinion paragraph the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-
a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2016;
b) in the case of the statement of Profit and Loss, of the loss for the period ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.
Emphasis of matter
Without qualifying our opinion we draw attention to:
(a) The Securities Exchange Board of India (SEBI) has initially put restriction on any further issue of equity shares or any other instruments convertible into equity shares or any other security by the Company for a period of ten years vide its interim order dated 21st September, 2011. In its final order dated 23rd October, 2013 the same order was upheld. The Company as on date of the final order has undergone such prohibition for approximately two years thus the restriction will be reduced effectively to eight years from the date of the final order. The Company is in appeal against the order of SEBI Dated 31st December, 2014 alleging siphoning of funds in Securities Appellate Tribunal (SAT). The matter is sub-judice and the impact, if any, of the outcome of the same cannot be ascertained at this stage.
(b) The company has share application money pending allotment for a period of more than two years and cannot issue shares in view of the Order of SEBI as aforesaid.
(c) Trade payables appearing in the books of accounts are subject to confirmation and reconciliation, if any. Consequent impact if any will be considered as and when determined.
(d) Re-opening of Assessment for F.Y 2007-08 (A.Y. 2008-09) U/s 148 of Income Tax Act, 1961, was initiated against the Company. The Company is contesting the case and the assessment proceedings under process. The matter is referred to Transfer Pricing Officer to determine the Arm length price for the International Transaction. The final order from the A.O as well the Transfer Pricing officer is awaited. The impact on the order will be considered as and when order received from the department.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of subsection (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.
2. 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, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;
d. in our opinion, the 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, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act; and
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 has disclosed the impact of pending litigations on its financial positions in its standalone financial statements- Refer Note 19 to the financial Independent statements;
(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
The Annexure referred to in our Independent Auditors'' Report of even date to the members of CALS REFINERIES LIMITED on the accounts of the company for the year ended 31st March, 2016.
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;
(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;
(c) In our opinion and according to the information and explanations given to us, the title deeds of immovable property are held in the name of the company;
(ii) The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company;
(iii) As informed to us, the Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence clauses 3(iii) (a) to (c) of the order are not applicable to the Company.
(iv) In our opinion, and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.
(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
(vi) As informed to us, the maintenance of cost records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.
(vii) (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value added Tax, Cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable;
(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.
(viii) According to the records of the company examined by us and as per the information and explanations given to us, the company has not taken any loans from any financial institutions, banks or debenture holder and hence the question of defaulting in repayment of dues does not arise.
(ix) According to the records of the company examined by us and as per the information and explanations given to us, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.
(x) According to the records of the company examined by us and as per the information and explanations given to us, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion, the Company has not paid any managerial remuneration. Therefore, the provisions of clause 4 (xi) of the Order are not applicable to the Company.
(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.
(xiii) According to the records of the company examined by us and as per the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
(xiv) According to the records of the company examined by us and as per the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.
(xv) According to the records of the company examined by us and as per the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.
(xvi) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.
For VATSS & Associates,
Regn. No.017573N
Chartered Accountants
Suresh Arora
Place : New Delhi Partner
Date : 27.05.2016 Membership No: 90862
Mar 31, 2015
We have audited accompanying financial statements of CALS REFINERIES
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31,2015 and the Statement of Profit and Loss and Cash Flow Statement
for the period then ended, and a summary of significant accounting
policies and other explanatory information.
Management' Responsibility for the Financial Statements
The Company's Board of Directors are responsible for the matters stated
in Section 134(5) of Companies Act, 2013 ("the Act") with respect to
the preparation and presentation 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 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
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the provisions of the Act, the Accounting and Auditing standards
and the matters which are required to be included in the audit report
under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company's preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by the 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.
Basis of Qualified Opinion
Attention of the matters is invited to note no. 30 (d) of the notes to
accounts regarding the financial statements of the company having been
prepared on a Going Concern basis, not withstanding that due to
continuous losses incurred by the company during the past years and
current year, the accumulated losses of the Company have far exceeded
its Net Worth resulting in negative net worth on Balance Sheet date.
The company has written-off a substantial part of its Fixed Asset
during the year. This situation indicates the existence of a material
uncertainty that may cast a significant doubt on the company's ability
to continue as a going concern.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the basis of Qualified Opinion paragraph, the financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2015;
b) in the case of the Statement of Profit and Loss, of the loss for the
period ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the period
ended on that date.
Emphasis of matter
Without qualifying our opinion we draw attention to:
(a) In absence of any development in the project and withdrawal of the
permissive possession of land. Cost of leasehold land Rs. 990.71
million (including cost of land development Rs. 196.91 million), civil
work of factory building (included in capital work in progress)
Rs.49.64 million, expenses incurred on the project which are
'Preoperative Expenses Pending Allocation' Rs. 432.51 million,
'Consultancy Fees' Rs. 65.62 million shown under 'Capital Work in
Progress' and 'Capital Advances' Rs. 4,723.59 million shown under 'Loan
and Advances' are written off.
(b) The Securities Exchange Board of India (SEBI) has issued a final
order dated October 23, 2013 against the Company in the matter of
"Market Manipulation using GDR Issues", which imposes a restriction on
any further issue of equity shares or any other instruments convertible
into equity shares or any other security by the Company for a period of
ten years. As on date of order, the Company has undergone such
prohibition as laid down in the order for approximately two year which
means the restriction will be reduced effectively to eight years from
the date of order. Further SEBI vide order dated 31/12/2014 has also
raised a question of siphoning of funds for the benefit of promoters of
the Company. The Company is in appeal against the aforesaid order of
SEBI in Securities Appellate Tribunal (SAT). The matter is sub-judice
and the impact, if any, of the outcome of the same cannot be
ascertained at this stage.
(c) The Company had deferred expenses related to equity and GDR issues
amounting to Rs. 246.24 million, which forms part of other non-current
assets. With reference to the aforementioned order of SEBI and the
embargo on the further issuance of equity or any equity convertible
instruments by the Company, since there is no future economic benefit
arising out of such expenses incurred during the previous years the
expense has been written off in the current year.
(d) The company has share application money pending allotment for a
period of more than one year and cannot issue shares or refund the
money as instructed by SEBI in its order as mentioned in point (b)
above.
(e) Trade payables appearing in the books of accounts are subject to
confirmation and reconciliation, if any. Consequential impact, if any,
will be considered as and when determined.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015,("the
order") issued by the central Government of India in terms of
subsection (11) of 143 of the Act, we give in the Annexure a statement
on the matters specified in the paragraph 3 and 4 of the order, to the
extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards specified
under section 133 of the Act, read with rule 7 of the Companies
(Accounts) Rules, 2014.
e) On the basis of the written representations received from the
directors, as on March 31,2015 and taken on record by the Board of
Directors, we report that 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; and
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014; in our opinion and to the best of our information and
according to the explanations given to us:
1) The Company has disclosed the impact of pending litigations on its
financial position in its standalone financial statements - Refer Note
22 to the financial statements;
2) The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
3) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company during the year
ended 31st March 2015.
ANNEXURE TO THE AUDITORS' REPORT
Referred to in paragraph 1 of 'Report on other Legal and Regulatory
Requirements' in our Report of even date on the accounts of CALS
REFINERIES LIMITED for the year ended March 31,2015
i. (a) The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, all fixed assets have been physically verified
by the management at reasonable intervals during the year and no
material discrepancies were noticed on such verification.
ii. The Company's nature of operations does not require it to hold
inventories. Consequently, clause (ii) of the order is not applicable.
iii. As informed to us, the Company has not granted loans, secured or
unsecured, to companies, firms or other parties covered in the register
maintained under section 189 of the Act. Hence clauses 3(iii), (iii)
(a) & (iii) (b) of the order are not applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit we have not observed any continuing failure to correct major
weaknesses in internal control system.
v. During the year, the Company has not accepted any deposits. As
such, the compliance with directives issued by the Reserve Bank of
India and the provisions of section 73 and 78 the Act and the rules
framed there under are not applicable.
vi. We have been informed that the Central Government has not
prescribed maintenance of cost records under sub-section (1) of section
148 of the Act.
vii. (a) According to the information and explanations given to us and
on the basis of records produced before us, the Company is generally
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, employees' state insurance, income tax,
sales tax, wealth tax, custom duty, excise duty, cess and other material
statutory dues applicable to it, though there has been a slight delay in
few cases. According to the information and explanations given to us, no
undisputed arrears of statutory dues were outstanding as at March
31,2015 for a period of more than six months from the date they became
payable.
(b) There are no dues in respect of Income Tax, Sales Tax, Wealth Tax,
Customs Duty, Excise duty, and cess that have not been deposited with
appropriate authorities on account of any dispute.
(c) There is no dividend outstanding hence; clause 3 (vii) c is not
applicable.
viii. The Company has accumulated losses at the end of the financial
year exceeding fifty percent of its net worth. Further, the Company has
incurred cash losses in the current financial year and in the
immediately preceding financial year.
ix. In our opinion and according to the information and explanations
given to us, the Company has not taken any loans from any financial
institutions, banks or debenture holders and hence the question of
defaulting in repayment of dues does not arise.
x. According to the information and explanations given to us and the
record examined by us, the Company has not given any guarantee for
loans taken by others from banks or financial institutions.
xi. There were no term loans taken during the year.
xii. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For Kanu Doshi Associates
Chartered Accountants
Firm Registration Number: 104746W
Jayesh Parmar
Place : Mumbai Partner
Date : 30.05.2015 Membership No: 45375
Mar 31, 2014
We have audited accompanying financial statements of CALS REFINERIES
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31, 2014 and the Statement of Profit and Loss and Cash Flow Statement
for the period then ended, and a summary of significant accounting
policies and other explanatory information.
Management'' Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub section (3C) of section 211
of the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs
in respect of section 133 of Companies Act, 2013. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
b) in the case of the Statement of Profit and Loss, of the loss for the
period ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the period
ended on that date.
Emphasis of matter
Without qualifying our opinion we draw attention to:
(a) We have considered the adequacy of disclosure made in Note No.30 in
the notes to financial statements concerning the Company''s ability to
continue as a going concern. The ability of the Company to continue to
be a going concern significantly depends upon its ability to
successfully arrange the balance funding and achieve financial closure
to fund the refinery project.
(b) As better elucidated in Note 30 (c), in the view of the mutual
non-fulfillment of contractual obligations arising out of company''s
contracts with certain suppliers/contractors, a liabilities amounting
to Rs. 477.49 million has not been accrued.
(c) As better elucidated in Note 30 (a), an advance of Rs. 4583.44
million was paid to a supplier of plant and machinery. The ability of
the company to fulfill its contractual obligations cannot be presently
determined and no adjustment with respect to such advance, that may
result, has been made in the financial statements. The Company has also
given advances amounting to Rs. 140.15 million to various
suppliers/contractors in terms of agreements executed by the Company
for implementation of refinery project. Such advances may not be
recoverable in the event of non-fulfillment of contractual obligations
by the Company,
(d) As better elucidated in Note 30 (d), the acquisition rights of the
leasehold land, depends upon the arrangement of funds to meet company''s
obligations and successful negotiation with WBIDC. The Company has
entered into a tripartite agreement along with Haldia Development
Authority (HDA) and West Bengal Industrial Development Corporation
Limited (WBIDC). The Company was given permissive possession of the
said land for a period of six months from the date of agreement, for
the purpose of implementing the project. Since the company was not in
the position to comply with these conditions it had requested WBIDC to
extend the time limit. WBIDC had not acceded to the Company''s request
and had withdrawn the permissive possession of land. The company has
again requested WBIDC to allow time for clearance of the dues and
extend the permissive possession till March 2014. However, the company,
on going concern basis, has reflected land under fixed assets and lease
payment liability towards the same under trade payables. The expenses
incurred on land development (Rs. 196.91 million) and civil work (Rs.
49.64 million) which is included in cost of leasehold land and capital
work in progress may not be recoverable.
(e) Expenses to the tune of Rs. 498.13 million reflected in Capital
work in progress have been incurred by the Company apart from the
expenses as mentioned above. We are unable to comment on the
recoverability and future economic benefit from such expenses.
(f) The Securities Exchange Board of India (SEBI) has issued a final
order dated October 23, 2013 against the Company in the matter of
"Market Manipulation using GDR Issues", which imposes a restriction on
any further issue of equity shares or any other instruments convertible
into equity shares or any other security by the Company for a period of
ten years. As on date of order, the Company has undergone such
prohibition as laid down in the order for approximately two year which
means the restriction will be reduced effectively to eight years from
the date of order. Further, the aforesaid order has also raised a
question of siphoning of funds for the benefit of promoters of the
Company. The Company is in appeal against the aforesaid order of SEBI
in Securities Appellate Tribunal (SAT). The matter is sub-judice and
the impact, if any, of the outcome of the same cannot be ascertained at
this stage.
(g) The Company had deferred expenses related to equity and GDR issues
amounting to Rs. 246.24 million, which forms part of other non-current
assets. With reference to the aforementioned order of SEBI and the
embargo on the further issuance of equity or any equity convertible
instruments by the Company, we are unable to comment on the future
economic benefit arising out of such expenses incurred during the
previous years.
The financial statements do not include the adjustments that would
result if the Company was unable to continue as a going concern.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003,("the
order") 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, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order,
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of Section 211 of the Companies Act, 1956 read with
the General Circular 15/2013 dated 13th September 2013 of the Ministry
of Corporate Affairs in respect of section 133 of Companies Act, 2013.
e) On the basis of the written representations received from the
directors, as on March 31, 2014 and taken on record by the Board of
Directors, 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 Companies Act, 1956.
ANNEXURE TO THE AUDITORS'' REPORT
Referred to in paragraph 1 of ''Report on other Legal and Regulatory
Requirements'' in our Report of even date on the accounts of CALS
REFINERIES LIMITED for the year ended March 31, 2014.
i. (a) The Company has generally maintained proper records showing
full particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, all fixed assets have been physically verified
by the management at reasonable intervals during the year and no
material discrepancies were noticed on such verification.
(c) During the year, the Company has not disposed off a substantial
part of the fixed assets.
ii. The Company''s nature of operations does not require it to hold
inventories. Consequently, clause 4(ii) of the order is not applicable
iii. As informed to us, the Company has neither granted nor taken any
loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained, under section 301 of the Companies
Act, 1956. Hence clauses (iii) (a) to (iii) (g) of paragraph 4 of the
order are not applicable to the Company,
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit we have not observed any continuing failure to correct major
weaknesses in internal control system.
v. The Company has not entered into contracts or arrangements referred
to in section 301 of the Act. Accordingly, the provisions of clause (v)
of paragraph 4 of the order are not applicable to the Company.
vi. During the year, the Company has not accepted any deposits from
the public. As such, the compliance with directives issued by the
Reserve Bank of India and the provisions of section 58A, 58AA of the
Companies Act, 1956 and the rules framed there under are not
applicable.
vii. In our opinion, the Company has internal audit system commensurate
with the size of the company and the nature of its business.
viii. We have been informed that the Central Government has not
prescribed maintenance of cost records under section 209 (1) (d) of the
Companies Act, 1956.
ix. (a) According to the information and explanations given to us and
on the basis of records produced before us, the Company is generally
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, employees'' state insurance, income tax,
sales tax, wealth tax, custom duty, excise duty, cess and other
material statutory dues applicable to it, though there has been a
slight delay in few cases. The Company has opted to pay its service
tax dues under the VCES scheme of Service Tax. According to the
information and explanations given to us, no undisputed arrears of
statutory dues were outstanding as at March 31, 2014 for a period of
more than six months from the date they became payable.
(b) There are no dues in respect of Income Tax, Sales Tax, Wealth Tax,
Customs Duty, Excise duty, and cess that have not been deposited with
appropriate authorities on account of any dispute.
x. The Company'' has accumulated losses at the end of the financial
year exceeding fifty percent of its net worth. Further, the Company has
incurred cash losses in the current financial year and in the
immediately preceding financial year.
xi. According to the records of the Company examined by us and
information and explanation given to us, the Company has not defaulted
in repayment of dues to financial institution, bank or debenture
holders as at the Balance Sheet date.
xii. According to the information and explanations given to us, the
Company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities.
xiii. In our opinion, the provisions of any special statute applicable
to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable
to the Company,
xiv. In our opinion and according to the information and explanations
given to us, the Company is not dealing or trading in shares,
securities, debentures and other investments hence the provisions of
the clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are
not applicable to the Company,
xv. According to the information and explanations given to us and the
record examined by 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 during the year,
xvii. On the basis of an overall examination of the Balance Sheet of
the Company and according to the information and explanations given to
us, in our opinion there are no funds raised on short-term basis, which
have been used for long- term investment.
xviii.The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956 during the year.
xix. The Company has not issued debentures during the financial year
and hence, the question of creating securities in respect thereof does
not arise.
xx. During the year, the company has not raised any money through
Public Issue. Hence the clause 4(xx) of the order is not applicable.
xxi. On the basis of our examination 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 Kanu Doshi Associates
Chartered Accountants
Firm Registration Number: 104746W
Ankit Parekh
Place : Mumbai Partner
Date : 30th May, 2014 Membership No: 114622
Mar 31, 2013
Report on the Financial Statements
We have audited accompanying financial statements of CALS REFINERIES
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31, 2013 and the Statement of Profit and Loss and Cash Flow Statement
for the period then ended, and a summary of significant accounting
policies and other explanatory information. The financial statements
for the year ended March 31, 2012 have been audited by another firm of
Chartered Accountants. We have relied upon the same for the purpose of
this report.
Management Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgement, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) in the case of the Statement of Profit and Loss, of the loss for the
period ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the period
ended on that date.
Emphasis of matter
Without qualifying our opinion we draw attention to:
(a) We have considered the adequacy of disclosure made in Note No.30 in
the notes to financial statements concerning the Company''s ability to
continue as a going concern. The ability of the Company to continue to
be a going concern significantly depends upon its ability to
successfully arrange the balance funding and achieve financial closure
to fund the refinery project.
(b) As better elucidated in Note 30 (c), in the view of the mutual
non-fulfillment of contractual obligations arising out of company''s
contracts with certain suppliers/contractors, a liabilities amounting
to Rs. 432.12 million has not been accrued.
(c) As better elucidated in Note 30 (a), an advance of Rs. 4583.44
million was paid to a supplier of plant and machinery. The ability of
the Company to fulfill its contractual obligations cannot be presently
determined and no adjustment with respect to such advance, that may
result, has been made in the financial statements. The Company has also
given advances amounting to Rs. 140.15 million to various suppliers/
contractors in terms of agreements executed by the Company for
implementation of refinery project. Such advances may not be
recoverable in the event of non- fulfillment of contractual obligations
by the Company.
(d) As better elucidated in Note 30 (d), the acquisition rights of the
leasehold land, depends upon the arrangement of funds to meet company''s
obligations and successful negotiation with WBIDC. The Company has
entered into a tripartite agreement along with Haldia Development
Authority (HDA) and West Bengal Industrial Development Corporation
Limited (WBIDC). The Company was given permissive possession of the
said land for a period of six months from the date of agreement, for
the purpose of implementing the project. Since the Company was not in
the position to comply with these conditions, it had requested WBIDC to
extend the time limit. WBIDC had not acceded to the Company''s request
and had withdrawn the permissive possession of land. The Company has
again requested WBIDC to allow time for clearance of the dues and
extend the permissive possession till March, 2014. However, the
Company, on going concern basis, has reflected land under fixed assets
and lease payment liability towards the same under trade payables. The
expenses incurred on land development (Rs. 196.91 million) and civil work
(Rs. 49.64 million) which is included in cost of leasehold land and
capital work in progress may not be recoverable.
(e) Expenses to the tune of Rs. 433.84 million reflected in capital work
in progress have been incurred by the Company apart from the expenses
as mentioned above. We are unable to comment on the recoverability and
future economic benefit from such expenses.
The financial statements do not include the adjustments that would
result if the Company was unable to continue as a going concern.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003,("the
order") 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, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of Section 211 of the Companies Act, 1956.
e) On the basis of the written representations received from the
directors, as on March 31, 2013 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2013 from being appointed as a director in terms of clause
(g) of sub- section (1) of Section 274 of the Companies Act, 1956.
Referred to in paragraph 1 of ''Report on other Legal and Regulatory
Requirements'' in our Report of even date on the accounts of CALS
REFINERIES LIMITED for the year ended March 31, 2013.
i. (a) The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, all fixed assets have been physically verified
by the management at reasonable intervals during the year and no
material discrepancies were noticed on such verification.
(c) During the year, the Company has not disposed off a substantial
part of the fixed assets.
ii. The Company''s nature of operations does not require it to hold
inventories. Consequently, clause 4(ii) of the order is not applicable
iii. As informed to us, the Company has neither granted nor taken any
loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under section 301 of the Companies
Act, 1956. Hence clauses (iii) (a) to (iii) (g) of paragraph 4 of the
order are not applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit we have not observed any continuing failure to correct major
weaknesses in internal control system.
v. The Company has not entered into contracts or arrangements referred
to in section 301 of the Act. Accordingly, the provisions of clause
(v) of paragraph 4 of the order are not applicable to the Company.
vi. During the year, the Company has not accepted any deposits from the
public. As such, the compliance with directives issued by the Reserve
Bank of India and the provisions of section 58A, 58AA of the Companies
Act, 1956 and the rules framed there under are not applicable.
vii. In our opinion, the Company has internal audit system commensurate
with the size of the Company and the nature of its business.
viii. We have been informed that the Central Government has not
prescribed maintenance of cost records under section 209 (1) (d) of the
Companies Act, 1956.
ix. (a) According to the information and explanations given to us and
on the basis of records produced before us, the Company is generally
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, employees'' state insurance, income tax,
sales tax, wealth tax, service tax, custom duty, excise duty, cess and
other material statutory dues applicable to it, though there has been a
slight delay in few cases. According to the information and
explanations given to us, no undisputed arrears of statutory dues were
outstanding as at March 31, 2013 for a period of more than six months
from the date they became payable except as mentioned below:
Sr. Name of the Statute Nature of Amount in
No. the dues Rs. (in million)
1. Finance Act, 1994 Service tax and 11.98
interest thereon
(b) There are no dues in respect of Income Tax, Sales Tax, Wealth Tax,
Customs Duty, Excise duty, and cess that have not been deposited with
appropriate authorities on account of any dispute.
x. The Company has accumulated losses at the end of the financial year
exceeding fifty percent of its net worth. Further, the Company has
incurred cash losses in the current financial year and in the
immediately preceding financial year.
xi. According to the records of the Company examined by us and
information and explanation given to us, the Company has not defaulted
in repayment of dues to financial institution, bank or debenture
holders as at the Balance Sheet date.
xii. According to the information and explanations given to us, the
Company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities.
xiii. In our opinion, the provisions of any special statute applicable
to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable
to the Company.
xiv. In our opinion and according to the information and explanations
given to us, the Company is not dealing or trading in shares,
securities, debentures and other investments hence the provisions of
the clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are
not applicable to the Company.
xv. According to the information and explanations given to us and the
record examined by 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 during the year.
xvii. On the basis of an overall examination of the Balance Sheet of
the Company and according to the information and explanations given to
us, in our opinion there are no funds raised on short-term basis, which
have been used for long- term investment.
xviii.The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956 during the year.
xix. The Company has not issued debentures during the financial year
and hence, the question of creating securities in respect thereof does
not arise.
xx. During the year, the Company has not raised any money through
Public Issue. Hence the clause 4(xx) of the order is not applicable.
xxi. On the basis of our examination 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 Kanu Doshi Associates
Chartered Accountants
Firm Registration Number: 104746W
Ankit Parekh
Place : Mumbai Partner
Date : May 31, 2013 Membership No: 114622
Mar 31, 2012
1. We have audited the attached Balance Sheet of Cals Refineries
Limited, (the 'Company') as at March 31, 2012, the Statement of
Profit and Loss and the Cash Flow Statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors' Report) Order, 2003 (the
'Order') (as amended), issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956
(the 'Act'), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
4. Without qualifying our opinion, we draw attention to:
a) Note No. 29 in financial statements which indicate that the Company
has not yet tied up financing for balance funding of the project and
has not been able to meet it contractual obligations under the project
contracts. These conditions along with other matters as set forth in
Note no. 29 indicates the existence of a material uncertainty that may
cast significant doubt about the Company's ability to continue as a
going concern. The Company's ability to continue as a going concern
is significantly dependent on its ability to successfully arrange the
balance funding and achieve financial closure to fund its refinery
project, to fulfil all its contractual obligation and the successful
implementation of the project.
b) Note No. 29a of Significant Accounting Policies and Notes to
accounts : In view of the mutual non-fulfilment of contractual
obligations arising out of the Company's contracts with certain
suppliers/contractors, the Company has not accrued liability amounting
to Rs. 406.44 million (net of Rs. 5,007.22 million, refer note no. 29 b).
The ultimate performance of such contractual obligations and their
impact on current liabilities cannot presently be determined and no
adjustment that may result has been made in the financial statements
for the year ended March 31, 2012. Our opinion on financial statements
for the year ended March 31, 2011 included an emphasis on the same
matter and such items aggregated to Rs. 5,361.96 million as on March 31,
2011.
c) Note No. 29c of Significant Accounting Policies and Notes to
accounts : The Company has given advances amounting to Rs. 141.48 million
(net of Rs. 169.92 million, refer note no. 29b and 29d) (as on March 31,
2011: Rs. 311.40 million)to various suppliers/contractors in terms of the
agreements executed by the Company for the implementation of its
refinery project. Such advances may not be recoverable in the event of
non-fulfilment of the contractual obligations by the Company. The
ability of the Company to fulfil its contractual obligations cannot
presently be determined and no adjustment with respect to such
advances, that may result, has been made in the financial statements
for the year ended March 31, 2012. Our opinion on financial statements
for the year ended March 31, 2011 included an emphasis on the same
matter and such items aggregated to Rs. 8,250.77 million as on March 31,
2011.
d) Note No. 29d of Significant Accounting Policies and Notes to
accounts : An advance of Rs. 4,583.44 million was paid to a supplier of
Plant and Machinery. Subsequently the Company had entered in to a
"Deed of Novation" with an affiliate of Hardt Group, who assumed
the contractual obligations envisaged on the supplier under erstwhile
agreement of plant and machinery. The ability of the Company to fulfil
its contractual obligations cannot presently be determined and no
adjustment with respect to such advance, that may result, has been made
in the financial statements for the year ended March 31, 2012.
e) The Company entered into a tripartite agreement along with Haldia
DevelopmentAuthority (HDA) and West Bengal Industrial Development
Corporation Limited (WBIDC). The Company was given permissive
possession of the said land for a period of six months from the date of
the agreement, for the purpose of implementing the project. Since the
Company was not in a position to comply with these conditions, it had
requested WBIDC to extend the time limit. WBIDC had not acceded to the
Company's request and had withdrawn the permissive possession of
land. The Company has again requested WBIDC to allow time for clearance
of the dues and extend the permissive possession till September 30,
2012.
The acquisition of rights in the leasehold land depends on the
arrangement of funds to meet the Company's obligations and successful
negotiation with WBIDC. The expenses incurred on land development and
civil work amounting to Rs. 198.31 million and Rs. 49.64 million
respectively is included in the cost of leasehold land and capital work
in progress which may not be recoverable.
5. Further to our comments in the Annexure referred to in paragraph 4
above, 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 appears from our examination of
those books;
c. The financial statements dealt with by this report are in agreement
with the books of account;
d. On the basis of written representations received from the
directors, as on March 31, 2012 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Act;
e. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements dealt with by
this report comply with the accounting standards referred to in
sub-section (3C) of Section 211 of the Act and the Rules framed there
under and give the information required by the Act, in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
ii) in the case of the Statement of Profit and Loss, of the loss 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
Annexure to the Auditors' Report of even date to the Members of Cals
Refineries Limited, on the financial statements for the year ended
March 31, 2012
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets have been physically verified by the management
during the year and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification of the
fixed assets is reasonable having regard to the size of the Company and
the nature of its assets.
(c) In our opinion, a substantial part of fixed assets has not been
disposed off during the year.
(ii) The Company does not have any inventory. Accordingly, the
provisions of clause 4(ii) of the Order are not applicable.
(iii) (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii) (b) to (d) of the Order are not applicable.
(b) The Company has taken interest-free loan from one company covered
in the register maintained under Section 301 of the Act. The maximum
amount outstanding during the year was Rs. 4.9 million and the year-end
balance was Rs. 4.9 million.
(c) In our opinion, the terms and conditions for such loans are not,
prima facie, prejudicial to the interest of the Company.
(d) In respect of loans taken, the principal amount and interest amount
are payable on demand in accordance with the terms and conditions.
(iv) There are no transactions pertaining to purchase of inventory and
sale of goods and services during the year. In our opinion, there is
an adequate internal control system commensurate with the size of the
Company and the nature of its business for the purchase of fixed
assets.
(v) The Company has not entered into contracts or arrangements referred
to in Section 301 of the Act. Accordingly, the provisions of clause
4(v) of the Order are not applicable.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) The Company is not presently engaged in production, procuring
and manufacturing of crude oil, gases (including Compressed Natural Gas
or Liquefied Natural Gas and re- gasification thereof) or any other
petroleum product and is accordingly not required to maintain cost
records as prescribed by the Central Government under notification no
G.S.R 686(E) dated October 8, 2002.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees' state insurance,
income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise
duty, cess and other material statutory dues, as applicable, have been
regularly deposited with the appropriate authorities. Undisputed
amounts payable in respect thereof, which were outstanding at the year
end for a period of more than six months from the date they became
payable are as follows:
Name of Nature of Amount Period to Due Date Date of
the statute the dues (Rs.in which the payment
million) amount
relates
Finance Service
tax 44.52 upto June 5th of each Not paid
Act, 1994 payable 2011 subsequent
(Service month
tax)
(b) There are no dues in respect of income tax, sales tax, wealth tax,
service tax, customs duty, excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute.
(x) In our opinion, the Company's accumulated losses at the end of
the financial year are less than fifty per cent of its net worth.
Further the Company has incurred cash losses during the financial year
covered by our audit however there was no cash loss in the immediately
preceding financial year.
(xi) In our opinion, the company has not defaulted in repayment of dues
to a bank. The Company has no dues payable to a financial institution
or debenture holders during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, the provisions of clause
4(xiii) of the Order are not applicable.
(xiv) In our opinion, the Company has not dealt in or trading in
shares, securities, debentures and other investments during the year.
However in respect of investments, the company has maintained proper
records of the transactions and contracts and timely entries have been
made therein. The investments have been held by the company in its own
name
(xv) The Company has not given any guarantees for loans taken by others
from banks or financial institutions. Accordingly, the provisions of
clause 4(xv) of the Order are not applicable.
(xvi) The Company has not taken any term loans during the year.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment.
(xviii)The Company has made preferential allotment of shares to parties
or companies covered in the register maintained under section 301 of
the Act. In our opinion, the price at which shares have been issued is
not prejudicial to the interest of the Company.
(xix) The Company has neither issued nor had any outstanding debentures
during the year. Accordingly, the provisions of clause 4(xix) of the
Order are not applicable.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Arun K. Gupta & Associates
Chartered Accountants
Firm Registration No: 000605N
Sachin Kumar
New Delhi Partner
May 29, 2012 Membership No. 503204
Mar 31, 2011
1. We have audited the attached Balance Sheet of Cals Refineries
Limited, (the 'Company') as at March 31, 2011, and also the Cash Flow
Statement for the year ended on that date annexed thereto (collectively
referred as the 'financial statements'). These financial statements are
the responsibility of the Company's Management. Our responsibility is
to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (the
'Order') (as amended), issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956
(the 'Act'), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
4. Without qualifying our opinion, we draw attention to:
a) Note 1 of Schedule 11 to the financial statements which indicates
the existence of significant uncertainty about the Company's ability to
continue as a going concern. The Company's ability to continue as a
going concern is significantly dependent on its ability to successfully
arrange the balance funding and achieve financial closure to fund its
refinery project.
b) Note 2 of Schedule 11 to the financial statements. In view of the
mutual non- fulfillment of contractual obligations arising out of the
Company's contracts with certain suppliers/contractors, the Company has
not accrued liability amounting to Rs. 5,361,960,970. The ultimate
performance of such contractual obligations and their impact on current
liabilities cannot presently be determined and no adjustment that may
result has been made in the financial statements for the year ended
March 31, 2011. Our opinion on financial statements for the year ended
March 31, 2010 included an emphasis on the same matter and such items
aggregated to Rs. 5,153,656,980 as on March 31, 2010.
c) Note 2 of Schedule 11 to the financial statements which indicates
that the Company is in the process of negotiating an extension from the
supplier for compliance of terms related to supply of plant and
machinery and certain process units in respect of its refinery project.
The Company has given advances amounting to Rs. 3,355,930,000 to such
supplier in terms of the agreement executed by the Company for the said
supply which will not be recoverable if the necessary extension is not
granted by the supplier. In view of the ongoing negotiations with the
supplier as mentioned above, the ultimate performance of the
contractual obligations under the said agreement cannot presently be
determined and no adjustment with respect to this advance, that may
result, has been made in the financial statements for the year ended
March 31, 2011.
d) Note 2 of Schedule 11 to the financial statements. The Company has
given advances amounting to Rs. 311,400,048 to various
suppliers/contractors in terms of the agreements executed by the
Company for the implementation of its refinery project. Such advances
may not be recoverable in the event of non-fulfillment of the
contractual obligations by the Company. The ability of the Company to
fulfill its contractual obligations cannot presently be determined and
no adjustment with respect to such advances, that may result, has been
made in the financial statements for the year ended March 31, 2011.
Our opinion on financial statements for the year ended March 31, 2010
included an emphasis on the same matter and such items aggregated to
Rs. 8,360,400,558 as on March 31, 2010.
5. As more fully explained in Note 13 of Schedule 11 to the financial
statements, the Company has derecognized the provision for income-tax,
service tax payable and tax deducted at source payable amounting to Rs.
56,165,790, Rs. 5,437,653 and Rs. 6,001,848 respectively and has not
accrued interest for non-payment of tax deducted at source and income
tax amounting to Rs. 218,407 and Rs. 2,389,182 respectively. In our
opinion, these amounts should have been recognised as liabilities in
the financial statements.
6. As more fully explained in Note 18 of Schedule 11 to the financial
statements, the Company has included the exchange differences arising
on reporting monetary assets and liabilities at closing rate, interest
on outstanding statutory dues and certain indirect expenses not
directly attributable to construction up to the year ended March 31,
2011 aggregating to Rs. 837,817,270 in the carrying amount of capital
work in progress. In our opinion, these items are revenue in nature and
accordingly should be recognized in the Profit and Loss Account. Our
audit opinion on financial statements for the year ended March 31, 2010
was qualified on the same matter and such items aggregated to Rs.
814,931,602 up to the year ended March 31, 2010.
We further report that had the observations made by us in paragraph 5
and 6 above been considered, the net profit after tax for the year
ended March 31, 2011 would have increased by Rs. 547,062,100 and the
net profit after tax for the year ended March 31, 2010 would have
increased by Rs. 502,958,525, reserves and surplus as of March 31, 2011
would have increased by Rs.614,528,840 and reserves and surplus as of
March 31, 2010 would have increased by Rs.570,425,264, capital work in
progress as of March 31, 2011 would have increased by Rs.899,984,884 and
capital work in progress as of March 31, 2010 would have increased by
Rs. 814,931,602, current liabilities as of March 31, 2011 would have
increased by Rs.11,439,501 and current liabilities as of March 31, 2010
would have increased by Rs. Nil, provisions as of March 31, 2011 would
have increased by Rs.346,920,936 and provisions as of March 31, 2010
would have increased by Rs.311,973,077, loans and advances as of March
31, 2011 would have increased by Rs. 5,437,653 and loans and advances
as of March 31, 2010 would have increased by Rs.Nil and earnings per
share for the year ended March 31, 2011 would have increased by Rs.
0.07 and earnings per share for the year ended March 31, 2010 would
have increased by Rs.0.05.
7. Subject to our comments in paragraph 5 and 6 above and further to
our comments in the Annexure referred to above, 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 appears from our examination of
those books;
c. The financial statements dealt with by this report are in agreement
with the books of account;
d. On the basis of written representations received from the
directors, as on March 31, 2011 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Act;
e. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements dealt with by
this report comply with the accounting standards referred to in
sub-section (3C) of section 211 of the Act and the Rules framed there
under and 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, in the case of:
i) the Balance Sheet, of the state of affairs of the Company as at
March 31, 2011; and
ii) the Cash Flow Statement, of the cash flows for the year ended on
that date
ANNEXURE TO AUDITORSÃ REPORT
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets have been physically verified by the management
during the year and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification of the
fixed assets is reasonable having regard to the size of the Company and
the nature of its assets.
(c) In our opinion, a substantial part of fixed assets has not been
disposed off during the year.
(ii) The Company does not have any inventory. Accordingly, the
provisions of clause 4(ii) of the Order are not applicable.
(iii) (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(b) to (d) of the Order are not applicable.
(b) The Company had taken interest-free loan from one company covered
in the register maintained under section 301 of the Act. The maximum
amount outstanding during the year was Rs. 187,871,035 and the year-end
balance was Rs. Nil.
(c) In our opinion, the terms and conditions for such loans are not,
prima facie, prejudicial to the interest of the Company.
(d) In respect of loans taken, the principal amount and interest amount
are payable on demand in accordance with the terms and conditions.
(iv) There are no transactions pertaining to purchase of inventory and
sale of goods and services during the year. In our opinion, there is
an adequate internal control system commensurate with the size of the
Company and the nature of its business for the purchase of fixed
assets.
(v) The Company has not entered into contracts or arrangements referred
to in section 301 of the Act. Accordingly, the provisions of clause
4(v) of the Order are not applicable.
(vi) The Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) The Company is not presently engaged in production, procuring
and manufacturing of crude oil, gases (including Compressed Natural Gas
or Liquified Natural Gas and re-gasification thereof) or any other
petroleum product and is accordingly not required to maintain cost
records as prescribed by the Central Government under notification no
G.S.R 686(E) dated October 8, 2002.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees' state insurance, income-tax,
sales- tax, wealth-tax, service-tax, custom duty, excise duty, cess and
other material statutory dues, as applicable, have not been regularly
deposited with the appropriate authorities and there have been
significant delays in a large number of cases. Undisputed amounts
payable in respect thereof, which were outstanding at the year end for
a period of more than six months from the date they became payable are
as follows:
Name of Nature of Amount Period to Due Date Date of
the statute the dues (Rs.) which Payment
the amount
relate
Finance Act, Service tax 57,756,586 September 5th of Not paid
1994 - payable and 2007 to each
Service tax interest September subseque
thereon 2010 -nt
month
Note: The above table excludes the amounts derecognized and not accrued
referred to in paragraph 5 of our report.
(b) There are no dues in respect of income tax, sales tax, wealth tax,
service tax, customs duty, excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute.
(x) In our opinion, the Company's accumulated losses at the end of the
financial year are less than fifty per cent of its net worth. Further
the Company has not incurred cash losses during the financial year
covered by our audit and the immediately preceding financial year.
(xi) In our opinion, the company has not defaulted in repayment of dues
to a bank. The Company has no dues payable to a financial institution
or debenture holders during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Accordingly, the provisions of clause 4(xiii) of
the Order are not applicable.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
(xv) The Company has not given any guarantees for loans taken by others
from banks or financial institutions. Accordingly, the provisions of
clause 4(xv) of the Order are not applicable.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which the loans were obtained.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment.
(xviii) The Company has made preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the Act. In our opinion, the price at which shares have been
issued is not prejudicial to the interest of the Company.
(xix) The Company has neither issued nor had any outstanding debentures
during the year. Accordingly, the provisions of clause 4(xix) of the
Order are not applicable.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co. For Arun K. Gupta & Associates
Chartered Accountants Chartered Accountants
Firm Registration No: 001076N Firm Registration No: 000605N
By B P Singh By Sachin Kumar
Partner Partner
Membership No. 70116 Membership No. 503204
Gurgaon Gurgaon
May 30, 2011 May 30, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Cals Refineries
Limited, (the Company) as at March 31, 2010, and also the Profit and
Loss Account and the Cash Flow Statement for the year ended on that
date annexed thereto (collectively referred as the financial
statements). These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion. -
3. As required by the Companies (Auditors Report) Order, 2003 (the
Order) (as amended), issued by the Central Government of India in
terms of sub- section (4A) of section 227 of the Companies Act, 1956
(the Act), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
4. Without qualifying our opinion, we have considered the adequacy of
the disclosure made in Note 1 of Schedule 14 to the financial
statements concerning the Companys ability to continue as a going
concern. The ability of the Company to continue as a going concern is
significantly dependent on its ability to successfully arrange the
balance funding and achieve financial closure to fund its refinery
project. The management is in the process of arranging funds for the
refinery project and is confident of achieving financial closure.
Further, in the event of any delay in the arrangement of the balance
funding, the management is confident of arranging the funds required
for discharging the liabilities of the Company arising in the
foreseeable future. The financial statements do not include the
adjustments that would result if the Company was unable to continue as
a going concern.
5. Without qualifying our opinion, attention is drawn to Note 2 of
Schedule 14 to the financial statements. In view of the mutual
non-fulfillment of contractual obligations arising out of the Companys
contracts with certain suppliers/ contractors, the Company has not
accrued liability amounting to Rs. 5,153,656,&80. The ultimate
performance of such contractual obligations and their impact on current
liabilities cannot presently be determined and no adjustment that may
result has been made in the financial statements for the year ended
March 31, 2010.
6. Without qualifying our opinion, attention is drawn to Note 2 of
Schedule 14 to the financial statements. The Company has given
advances amounting to Rs. 8,360,400,558 to various
suppliers/contractors in terms of the agreements executed by the
Company for the implementation of its refinery project. Such advances
may not be recoverable in the event of non-fulfillment of the
contractual obligations by the Company. The ability of the Company to
fulfill its contractual obligations cannot presently be determined and
no adjustment with respect to such advances that may result has been
made in the financial statements for the year ended March 31, 2010.
7. As more fully explained in Note 18 of Schedule 14 to the financial
statements, the Company has included the exchange differences arising
on reporting monetary assets and liabilities at closing rate, interest
on outstanding statutory dues and certain indirect expenses not
directly attributable to construction up to the year ended March 31,
2010 aggregating to net profit after lax ofRs. 502,958,525 in the
carrying amount of capital work in progress. In our opinion, these
items should be recognized in the Profit and Loss Account.
We further report that had the observations made by us in paragraph 7
above been considered, the net loss after tax for the period would have
been Rs. 54,819,992 (as against the reported figure of Rs. Nil),
Reserves and Surplus would have been Rs. 435,491,785 (as against the
debit balance of profit and loss account of Rs. 67,466,739), capital
work in progress would have been Rs. 8,768,307,618 (as against the
reported figure ofRs. 7,953,376,015) and loss per share would have
been Rs. 0.01 (as against the reported figure ofRs. Nil).
8. Subject to our comments in paragraph 7 above and further to our
comments in the Annexure referred to above, 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 appears from our examination of
those books;
c. The financial statements dealt with by this report are in agreement
with the books of account;
d. On the basis of written representations received from the
directors, as on March 31, 2010 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2010 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Act; e. In our opinion and
to the best of our information and according to the explanations given
to us, the financial statements dealt with by this report comply with
the accounting standards referred to in sub-section (3C) of section 211
of the Act and the Rules framed there under and 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, in the case of:
i) the Balance Sheet, of the state of affairs of the Company as at
March 31, 2010;
ii) the Profit and Loss Account, of the loss for the year ended on that
date; and
iii) the Cash Flow Statement, of the cash flows for the year ended on
that date
ANNEXURE TO AUDITORS REPORT
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets have been physically verified by the management
during the year and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification of the
fixed assets is reasonable having regard to the size of the Company and
the nature of its assets.
(c) In our opinion, a substantial part of fixed assets has not been
disposed of during the year.
(ii) The Company does not have any inventory. Accordingly, the
provisions of clause 4(ii) of the Order are not applicable.
(iii) (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(b) to (d) of the Order are not applicable.
(b) The Company had taken interest free loan from one company covered
in the register maintained under section 301 of the Act. The maximum
amount outstanding during the year was Rs. 193,421,035 and the year-end
balance was Rs. 187,871,035.
(c) In our opinion, the terms and conditions for such loans are not,
prima facie, prejudicial to the interest of the Company.
à (d) In respect of loans taken, the principal amount and interest
amount are payable on demand in accordance with the terms and
conditions.
(iv) In our opinion, there is an adequate internal control system
commensurate with the-size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services.
(v) The Company has not entered into contracts or arrangements referred
to in seption 301 of the Act. Accordingly, the provisions of clause
4(v) of the Order are not applicable.
(vi) The Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) To the best of our knowledge and belief, the Central Government
has not prescribed maintenance of cost records under clause (d) of
sub-section (1) of section 209 of the Act, in respect of Companys
products. Accordingly, the provisions of clause 4(viii) of the Order
are not applicable.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees state insurance, income-tax,
sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and
other material statutory dues, as applicable, have not been regularly
deposited with the appropriate authorities and there have been
significant delays in a large number of cases. Undisputed amounts
payable in respect thereof, which were outstanding at the year end for
a period of more than six months from the date they became payable are
as follows:
Name of Nature of Amount
the statute the dues (Rs.)
Income-tax Tax deducted at source 137,625,733
Act, 1961 payable - foreign remittances
and interest thereon month
Income-tax 44,219,858
Finance Act, Service tax payable 196,482,247
1994- and interest thereon
Service tax
West Bengal Works contract tax 3,429,473
Value Added and interest thereon
Tax Act, 2003
Name of Period to which Due Date Date of
the statute the amount Payment
relates
Income-tax September 2007 to 7th of each Not paid
Act, 1961 September 2009 subsequent
month
Year ended September 30, Not paid
March 31, 2009 2009
Finance Act, September 2007 5th of each Not paid
1994- to September 2009 subsequent
Service tax month
West Bengal February 2009 to 10th of each Not paid
Value Added September 2009 subsequent
Tax Act, 2003 month
(b) There are no dues in respect of income tax, sales tax, wealth tax,
service tax, customs duty, excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute.
(x) In our opinion, the Companys accumulated losses at the end of the
financial year are less than fifty per cent of its net worth. The
Company has incurred cash losses during the year. In the preceding
financial year, the Company had not incurred cash losses.
(xi) In our opinion, the company has not defaulted in repayment of dues
to a bank. The Company has no dues payable to a financial institution
or debenture holders during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, the provisions of clause
4(xiii) of the Order are not applicable.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
(xv) The Company has not given any guarantees for loans taken by others
from banks or financial institutions. Accordingly, the provisions of
clause 4(xv) of the Order are not applicable.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which the loans were obtained.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Act. Accordingly, the provisions of clause 4(xviii)
of the Order are not applicable.
(xix) The Company has neither issued nor had any outstanding debentures
during the year. Accordingly, the provisions of clause 4(xix) of the
Order are not applicable.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co. For Aran K. Gupta & Associates
Chartered Accountants Chartered Accountants
Firm Registration No: 001076N Firm Registration No: 000605N
By B P Singh By Sachin Kumar
Partner Partner
Membership No. 70116 Membership No. 503204
New Delhi Gurgaon
June 14, 2010 June 14,2010
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article