Mar 31, 2017
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS financial statements of CHOWGULE STEAMSHIPS LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
In conducting 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 thereunder.
We conducted our audit of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report, to the extent applicable that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial control over financial reporting.
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 26 to the standalone Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company.
2. As required by the Companies (Auditorsâ Report) Order, 2016 (âthe orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
ANNEXURE âBâ TO THE INDEPENDENT AUDITORâS REPORT
(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deeds, Agreement of Assignment and Agreement for Sale provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. Immovable properties of buildings whose title deeds had been pledged as security for loan are held in the name of the Company based on attested copies of the deeds.
(ii) As explained to us, inventories were physically verified during the year on a quarterly basis by independent ship manager, who manage the Companyâs vessel at reasonable intervals. In our opinion and having regard to the nature of the Companyâs business, the interval of physical verification is reasonable. In our opinion and according to the information and explanations given to us, the Companyâs inventories comprise lube oil, fuel oil and paints on board the ship. Having regard to the nature of the Companyâs business and scale of operations, quantities are determined by physical count and it is not considered necessary to maintain records of movements of inventories of such items by the vessel in which they are carried. As quantities are determined by physical count and records of movement are not maintained on board the vessel, the question of discrepancies on physical verification does not arise.
(iii) According to the information and explanations given to us, the Company had granted loan, unsecured, to a company, covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:
(a) The schedule of repayment of principal and payment of interest has not been stipulated and in the absence of such schedule, we are unable to comment on the regularity of the repayments or receipts of principal amounts and interest.
(b) In the absence of stipulation, the amount overdue cannot be determined.
(iv) The Company has not granted any loans, made investments or provided guarantees and hence reporting under clause (iv) of the order is not applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and does not have any unclaimed deposit. Hence reporting under clause (v) of the order is not applicable.
(vi) Having regard to the nature of the Companyâs business / activities reporting under clause (vi) the of order is not applicable.
(vii) According to the information and explanation given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-Tax, Service Tax, Value Added Tax, cess and other material statutory dues applicable to it with the appropriate authorities. Employeesâ State Insurance, Sales Tax, Customs Duty, Excise Duty are not applicable to the company. There were no undisputed amounts payable in respect of Provident Fund, Income-Tax, Service Tax, Value Added Tax, cess and other material statutory dues in arrears as at 31st March 2017 for a period of more than six months from the date they became payable.
(b) Details of dues of Income-tax and Sales Tax which have not been deposited as on 31st March , 2017 on account of disputes are given below:
Name of statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the amount relates |
Amount involved (Rs. in Lakhs) |
The Tamil Nadu General Sales Tax Act, 1959 |
Sales Tax |
High Court of Madras |
FY 1995-96 |
237.00* |
The Income Tax Act, 1961 |
Income Tax |
Commissioner of Income Tax (Appeals) |
FY 2003-04 |
9.28# |
The Income Tax Act, 1961 |
Income Tax |
Commissioner of Income Tax (Appeals) |
FY 2004-05 |
7.42# |
The Income Tax Act, 1961 |
Income Tax |
Commissioner of Income Tax (Appeals) |
FY 2011-12 |
16.02# |
* Rs.47.40 Lakhs paid as deposit
# Rs.32.72 Lakhs adjusted against Refund by Income Tax Authority
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to bank. The Company has not obtained any borrowings from financial institution and government. The Company has not issued any debentures.
(ix) The Company has not raised moneys by way of Initial Public Offer of further public offer (including debt instruments) or term loan and hence reporting under clause (ix) of the order is not applicable.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company or its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable to the company.
(xiii) In our opinion and according to the information and explanation given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all the transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiary companies or persons connected with them and hence the provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
For S. B. BILLIMORIA & CO.
Chartered Accountants
(Firmâs Registration No. 101496W)
Joe Pretto
Partner
Membership No. 077491
MUMBAI, 12th May, 2017
Mar 31, 2016
TO THE MEMBERS OF CHOWGULE STEAMSHIPS LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying Standalone financial statements of CHOWGULE STEAMSHIPS LIMITED (âthe Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Act") with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, as applicable.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone 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 and the Order under section 143(11) of the Act.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, as applicable.
(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial control over financial reporting.
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 21 to the financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditors'' Report) Order, 2016 (âthe order") issued by the Central Government in terms of Section 143(11) of the Act, we give in ''Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
ANNEXURE A TO THE INDEPENDENT AUDITOR''S REPORT
(Referred to in paragraph 1 (f) under ''Report on Other Legal and Regulatory Requirements'' of our report of even date on the standalone financial statements of Chowgule Steamships Limited for the year ended 31st March, 2016)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Act")
We have audited the internal financial controls over financial reporting of CHOWGULE STEAMSHIPS LIMITED (âthe Company") as of 31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
ANNEXURE B TO THE INDEPENDENT AUDITOR''S REPORT
(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirements" section of our report of even date on the standalone financial statements of Chowgule Steamships Limited 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) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deeds, Agreement of Assignment and Agreement for Sale provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.
(ii) As explained to us, inventories were physically verified during the year on a monthly basis by independent ship manager, who manage the Company''s vessel at reasonable intervals. In our opinion and having regard to the nature of the Company''s business, the interval of physical verification is reasonable. In our opinion and according to the information and explanations given to us, the Company''s inventories comprise paints and lube oil on board the ship. Having regard to the nature of the Company''s business and scale of operations, quantities are determined by physical count and it is not considered necessary to maintain records of movements of inventories of such items by the vessel in which they are carried. As quantities are determined by physical count and records of movement are not maintained on board the vessel, the question of discrepancies on physical verification does not arise.
(iii) According to the information and explanations given to us, the Company had granted loan, unsecured, to a company, covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:
(a) The terms and conditions of the grant of such loan, in our opinion, prima facie, is not prejudicial to the company''s interest.
(b) The schedule of repayment of principal and payment of interest has not been stipulated and in the absence of such schedule, we are unable to comment on the regularity of the repayments or receipts of principal amounts and interest.
(c) In the absence of stipulation, the amount overdue cannot be determined.
(iv) The Company has not granted any loans, made investments or provided guarantees and hence reporting under clause (iv) of the order is not applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and does not have any unclaimed deposit. Hence reporting under clause (v) of the order is not applicable.
(vi) Having regard to the nature of the Company''s business / activities reporting under clause (vi) of the order is not applicable.
(vii) According to the information and explanation given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-Tax, Service Tax, Value Added Tax, cess and other material statutory dues applicable to it with the appropriate authorities. Employees'' State Insurance, Sales Tax, Customs Duty, Excise Duty are not applicable to the company. There were no undisputed amounts payable in respect of Provident Fund, Income-Tax, Service Tax, Value Added Tax, cess and other material statutory dues in arrears as at 31st March 2016 for a period of more than six months from the date they became payable.
(b) Details of dues of Income-tax and Sales Tax which have not been deposited as on 31st March , 2016 on account of disputes are given below:
Name of Statue |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the amount relates |
Amount involved (R in lakhs) |
The Tamil Nadu General Sales Tax Act, 1959 |
Sales Tax |
High Court of Madras |
FY 1995-96 |
237.001 |
The Income Tax Act, 1961 |
Income Tax |
Commissioner of Income Tax (Appeals) |
FY 2003-04 |
9.28# |
The Income Tax Act, 1961 |
Income Tax |
Commissioner of Income Tax (Appeals) |
FY 2004-05 |
7.42# |
The Income Tax Act, 1961 |
Income Tax |
Commissioner of Income Tax (Appeals) |
FY 2011-12 |
16.02# |
The Income Tax Act, 1961 |
Income Tax |
The Assistant Commissioner of Income Tax |
FY 2012-13 |
9.76# |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to bank. The Company has not obtained any borrowings from financial institution and government. The Company has not issued any debentures.
(ix) The Company has not raised moneys by way of Initial Public Offer of further public offer (including debt instruments) or term loan and hence reporting under clause (ix) of the order is not applicable.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company or its officers or employees has been noticed or reported during the year
(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable to the company.
(xiii) In our opinion and according to the information and explanation given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all the transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiary companies or persons connected with them and hence the provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
For S. B. BILLIMORIA & CO.
Chartered Accountants
(Firm''s Registration No. 101496W)
Joe Pretto
Place : Mumbai Partner
Date : May 06, 2016 Membership No. 077491
Mar 31, 2015
Report on the Financial Statements
We have audited the accompanying financial statements of CHOWGULE
STEAMSHIPS LIMITED ("the Company"), which comprise the Balance Sheet as
at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its loss and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 ("the
Order") issued by the Central Government in terms of Section 143(11) 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 report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 21 to the
financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT
(Referred to in paragraph 1 under "Report on Other Legal and Regulatory
Requirements" section of our report of even date on the financial
statements of Chowgule Steamships Limited for the year ended 31st
March, 2015)
(i) Having regard to the nature of the Company''s business / activities
/ results during the year, clauses (vi) & (xi) of paragraph 3 of the
Order are not applicable to the Company.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification which,
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no discrepancies were noticed on such
verification.
(iii) In respect of its inventories:
(a) As explained to us, inventories were physically verified during the
year on a monthly basis by independent ship managers, who manage the
Company''s vessel at reasonable intervals. In our opinion and having
regard to the nature of the Company''s business, the interval of
physical verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the independent ship managers, who manage the Company''s
vessel, were reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company''s inventories comprise paints and lube oil on
board of the ship. Having regard to the nature of the Company''s
business and scale of operations, quantities are determined by physical
count and it is not considered necessary to maintain records of
movements of inventories of such items by the vessel in which they are
carried. As quantities are determined by physical count and records of
movement are not maintained on board the vessel, the question of
discrepancies on physical verification thereof does not arise.
(iv) According to the information and explanations given to us, the
Company has granted loan, unsecured, to a company, covered in the
Register maintained under Section 189 of the Companies Act, 2013. In
respect of such loan:
(a) In the absence of stipulation, the regularity of the receipts of
principal amounts and interest has not been commented upon.
(b) In the absence of stipulation, the amount overdue cannot be
determined.
(v) According to the information and explanations given to us, the
function of purchase of inventories for the Company''s fleet is
outsourced to independent ship managers and the ship managers raise
monthly debit notes for the costs incurred by them once a month, which
are reimbursed to them by the Company. In our opinion and according to
the information and explanations given to us, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business for verification of debit notes raised by
the ship managers in respect of the purchase of inventories for the
Company''s fleet, the purchase of fixed assets and the sale of services.
During the course of our audit, we have neither observed nor have we
been informed about any major weaknesses in such internal control
systems.
(vi) According to the information and explanations given to us, the
Company has not accepted any deposit during the year.
(vii) According to the information and explanations given to us, in
respect of statutory dues and other dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Income-tax, Wealth Tax,
Customs Duty, Sales Tax, Service Tax, Cess and other material statutory
dues applicable to it with the appropriate authorities. There were no
undisputed amount payable in respect of Provident Fund, Income-tax,
Wealth Tax, Customs Duty, Sales Tax, Service Tax, Cess and other
material statutory dues in arrears as at 31st March, 2015 for a period
of more than six months from the date they became payable.
(b) Details of dues of Income-tax and Sales Tax which have not been
deposited as on 31st March , 2015 on account of disputes are given
below:
Name of Nature of Forum where Period to which Amount Involved
Statute Dues Dispute is the Amount (V in Lakhs)
Pending Relates
The Tamil Sales Tax High Court Financial Year 189.60
Nadu of Madras 1995-96
General
Sales Tax
Act, 1959
The Income Income Tax Commissioner Financial Year 9.28
tax Act, of Income 2003-04
1961 Tax (Appeals)
The Income Income Tax Commissioner Financial Year 7.42
Tax Act, of Income 2004-05
1961 Tax (Appeals)
The Income Income Tax Commissioner Financial Year 461.85
Tax Act, of Income 2011-12
1961 Tax (Appeals)
(c) The Company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made
thereunder within time.
(viii) The Company does not have accumulated losses at the end of the
financial year and the Company has incurred cash losses during the
financial year covered by our audit 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 defaulted in the repayment of dues to
bank. The Company has not obtained any borrowings from financial
institution and has not issued any debentures.
(x) According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
and financial institutions.
(xi) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For S. B. BILLIMORIA
Chartered Accountants
(Firm''s Registration No. 101496W)
Joe Pretto
Place : Mumbai Partner
Date : May 07, 2015 Membership No. 077491
Mar 31, 2014
We have audited the accompanying financial statements of CHOWGULE
STEAMSHIPS LIMITED ("the Company"), which comprise the Balance Sheet as
at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards notified under the Companies
Act, 1956 ("the Act") (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate
Affairs) and in accordance with the accounting principles generally
accepted in India. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal 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 Company''s internal control. An audit also includes
evaluating the appropriateness of the 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 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, 2014;
(b) in the case of the Statement of Profit and Loss, of the loss of the
Company for the year ended on that date and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date. Report on Other Legal and
Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate
Affairs).
(e) On the basis of the written representations received from the
Directors as on 31st March, 2014 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31st March, 2014
from being appointed as a Director in terms of Section 274(1)(g) of the
Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under "Report on Other Legal and Regulatory
Requirements" section of our report of even date on the accounts of
Chowgule Steamships Limited for the year ended 31st March, 2014)
(i) Having regard to the nature of the Company''s
business/activities/results/transactions etc. during the year, matters
specified in clauses (vi) regarding acceptance of deposits from public,
(viii) regarding maintenance of cost records, (x) regarding accumulated
losses and cash losses, (xii) regarding granting of loans and advances
on the basis of securities, (xiii) regarding chit fund, nidhi/ mutual
benefit fund/ societies, (xiv) regarding dealing or trading in
securities, debentures and other investments, (xv) regarding guarantees
given by the Company, (xvi) regarding application of term loan for the
purpose for which they were obtained, (xviii) regarding preferential
allotment of shares, (xix) regarding creation of security for
debentures issued and (xx) regarding end use of money raised by public
issues, of paragraph 4 of "the Order" are not applicable to the Company
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification which,
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventories:
(a) As explained to us, inventories were physically verified during the
year on a monthly basis by independent ship managers, who manage the
Company''s vessel at reasonable intervals. In our opinion and having
regard to the nature of the Company''s business, the interval of
physical verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the independent ship managers, who manage the Company''s
vessel, were reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company''s inventories comprise paints and lube oil on
board of the ship. Having regard to the nature of the Company''s
business and scale of operations, quantities are determined by physical
count and it is not considered necessary to maintain records of
movements of inventories of such items by the vessel in which they are
carried. As quantities are determined by physical count and records of
movement are not maintained on board the vessel, the question of
discrepancies on physical verification thereof does not arise.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to / from Companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956
(v) According to the information and explanations given to us, the
function of purchase of inventories for the Company''s fleet is out
sourced to independent ship managers and the ship managers raise
monthly debit notes for the costs incurred by them once a month, which
are reimbursed to them by the Company. In our opinion and according to
the information and explanations given to us, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business for verification of debit notes raised by
the ship managers in respect of the purchase of inventories for the
Company''s fleet, the purchase of fixed assets and the sale of services.
During the course of our audit, we have neither observed nor have we
been informed about any major weaknesses in such internal control
systems.
(vi) To the best of our knowledge and belief and according to the
information and explanations given to us, there were no contracts or
arrangements that needed to be entered into the Register maintained
under Section 301 of the Act.
(vii) In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(viii) According to the information and explanations given to us, in
respect of statutory dues and other dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Income-tax, Wealth Tax, Customs Duty, Sales Tax,
Service Tax, Cess and other material statutory dues applicable to it
with the appropriate authorities.
(b) There were no undisputed amount payable in respect of Provident
Fund, Investor Education and Protection Fund, Income-tax, Wealth Tax,
Customs Duty, Sales Tax, Service Tax, Cess and other material statutory
dues in arrears as at 31st March, 2014 for a period of more than six
months from the date they became payable.
(c) Details of dues of Income-tax and Sales Tax which have not been
deposited as on 31st March, 2014 on account of disputes are given
below:
Name of Statute Nature of
Dues Forum where
Dispute is
Pending Period to
which
the Amount
Involved
Amount
Relates (Rs. in
lakhs)
The Tamil Nadu
General Sales
Tax Sales Tax High Court of
Madras Financial
Year
1995-96 189.60
Act, 1959
The Income
Tax Act,
1961 Income Tax Commissioner
of Income Tax Financial
Year
2003-04 7.42
(Appeals)
The Income
Tax Act,
1961 Income Tax Commissioner
of Income Tax Financial
Year
2004-05 9.28
(Appeals)
The Income
Tax Act,
1961 Income Tax Commissioner
of Income Tax Financial
Year
2011-12 368.28
(Appeals)
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
bank. The Company has not obtained any borrowings from financial
institution and has not issued any debentures.
(x) In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet, we
report that funds raised on short-term basis, prima facie, not been
used during the year for long-term investment.
(xi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud by the Company and
no material fraud on the Company has been noticed or reported during
the year
For S. B. BILLIMORIA & CO.
Chartered Accountants
(Firm''s Registration No. 101496W)
Z. F. Billimoria
Place : Mumbai, Partner
Date : May 08, 2014 Membership No. 42791
Mar 31, 2013
We have audited the accompanyins financial statements of CHOWGULE
STEAMSHIPS LIMITED ("the Company"), which comprise the Balance Sheet as
at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended and a summary of the sisnificant
accounting policies and other explanatory information. Management''s
Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in Section 211
(3C) of the Companies Act, 1956 ("the Act") and in accordance with the
accounting principles generally accepted in India. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with the
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers the
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 Company''s
internal control. An audit also includes evaluating the appropriateness
of the 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 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 31 st March, 2013;
(b) in the case of the Statement of Profit and Loss, of the loss of the
Company for the year ended on that date and ¦(c) in the case of the
Cash Flow Statement, of the cash flows of the Company for the year
ended on that date. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that: ''
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
referred to in Section 211 (3C) of the Act;
(e) On the basis of the written representations received from the
directors as on 31st March, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 st March,
2013 from being appointed as a director in terms of Section 274(1) (g)
of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in parasraph 1 under "Report on Other Legal and Regulatory
Requirements" section of our report of even date)
(i) Having regard to the nature of the Company''s
business/activities/resulytransactions etc., clauses (vi) regarding
acceptance of deposits from public, (viii) regarding maintenance of
cost records, (x) regarding accumulated losses and cash losses, (xii)
regarding granting of loans and advances on the basis of securities,
(xiii) regarding chitfund, nidhi/ mutual benefit fund/ societies, (xiv)
regarding dealing or trading in securities, debentures and other
investments, (xv) regarding, guarantees given by the Company, (xviii)
regarding preferential allotment of shares, (xix) regarding creation of
security for debentures issued and (xx) regarding end use of money
raised by public issues, of Para 4 of "the Order" are not applicable to
the Company during the year.
(ii) According to the information and explanations given to us in
respect of its fixed assets.-
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification which,
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventories:
(a) As explained to us, inventories were physically verified during the
year by independent ship managers, who manage the Company''s fleet at
reasonable intervals. In our opinion and having regard to the nature of
the Company''s business, the interval of physical verification is
reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the independent ship managers, who manage the Company''s
fleet, were reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) According to the information and explanations given to us, the
Company''s inventories comprise paints, lube oil and fuel oil on board
of the ships. Having regard to the nature of the Company''s business and
scale of operations, quantities are determined by physical count and it
is not considered necessary to maintain records of movements of
inventories of such items by the vessel in which they are carried. As
quantities are determined by physicalcount and records of movement are
not maintained on board the ship, the question of discrepancies on
physical verification thereof does not arise.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to / from Companies, firms or other parties covered in the
Register maintained under Section 301 of the Act.
(v) According to the information and explanations given to us, the
function of purchase of inventories for the Company''s fleet is
outsourced to independent ship managers and the ship managers raise
monthly debit notes for the costs incurred by them once a month, which
are reimbursed to them by the Company. In our opinion and according to
the information and explanations given to us, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business for verification of debit notes raised by
the ship managers in respect of the purchase of inventories for the
Company''s fleet, the purchase of fixed assets and the sale of services.
The nature of the Company''s business is such that it does not involve
sale of goods. During the course of our audit, we have neither observed
nor we have been informed about any major weaknesses in such internal
control systems.
(vi) To the best of our knowledge and belief and according to the
information and explanations given to us, there were no contracts or
arrangements that needed to be entered into the Register maintained
under Section 301 of the Act.
(vii) In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(viii) According to the information and explanations given to us, in
respect of statutory dues and other dues:
(a) The Company has been regular in depositing undisputed dues,
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Wealth Tax, Customs Duty, Sales
Tax, Service Tax, Cess and other material statutory dues applicable to
it with the appropriate authorities.
(b) There were no undisputed amount payable in respect of Provident
Fund, Investor Education and Protection Fund, Employees'' State
Insurance, Income-tax, Wealth Tax, Customs Duty, Sales Tax, Service
Tax, Cess and other material statutory dues in arrears as at 31st
March, 2013 for a period of more than six months from the date they
became payable.
(c) Accordins to the information and explanations given to us, there
were no disputed amounts payable in respect of Income-tax, Wealth Tax,
Customs Duty, Service Tax and Cess as at 31st March, 2013, except that
the Company has disputed Sales Tax claims aggregating Rs. 237.00 Lakhs
pertaining to the Assessment Year 1995-96 and the matter is pending in
an appeal before the Honourable High Court of Judicature at Madras. The
Company has already deposited Rs. 47.40 Lakhs (including refunds withheld
by the authorities) and executed a bond of Rs. 218.04 Lakhs in respect of
the said claim.
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
financial institutions and banks. The Company has not issued any
debentures.
(x) In our opinion and according to the information and explanations
given to us, no new term loans were taken during the year. In respect
of the term loan outstanding, these were, prima-facie, applied by the
Company during the year for the purposes for which they were obtained,
other than temporary deployment pending application.
(xi) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on short-term basis have not been used during
the year for long-term investment.
(xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud by the Company and
no material fraud on the Company has been noticed or reported during
the year.
For SB. BILUMORIA&CO.
Chartered Accountants
(Resistration No. 101496W)
Z. F. Billimoria
Place: Mumbai Partner
Date: May 09, 2013 Membership No. 42791
Mar 31, 2011
1. We have audited the attached Balance Sheet of CHOWGULE STEMSHIPS
LIMITED ("the Company") as at March 31, 2011, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date, both-annexed thereto. These financial statements are the
responsibility of the Companys Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the 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 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in above
paragraph 3, we report as follows:
(i) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(ii) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(30 of the
Companies Act, 1956;
(v) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
(b) in the case of the Profit and Loss Account, of the Loss of the
Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations from the Directors
taken on record, none of the Directors are disqualified as on March 31,
2011 from being appointed as a Director under Section 274(1)(g) of the
Companies Act, 1956.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our report of even date)
(i) Having regard to the nature of the Companys
business/activities/result/transactions etc., clauses (vi), (viii),
(x), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of CARO are
not applicable.
(ii) According to the information and explanations given to us in
respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification which,
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no discrepancies were noticed on such
verification.
(c) In our opinion, though the fixed assets disposed off during the
year constitute a substantial part of the fixed assets of the Company,
such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventories:
(a) As explained to us, inventories were physically verified during the
year by independent ship managers, who manage the Companys fleet at
reasonable intervals. In our opinion and having regard to the nature of
the Companys business the interval of physical verification is
reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the independent ship managers, who manage the Companys
fleet, were reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) According to the information and explanations given to us, the
Companys inventories comprise stores, spare parts, fuel oil and lube
oil on board the ships. Having regard to the nature of the Companys
business and scale of operations, quantities are determined by physical
count and it is not considered necessary to maintain records of
movements of inventories of such items by the vessel in which they are
earned. As quantities are determmed by physical count and records of
movement are not maintained on board the ship, the question of
discrepancies on physical verification thereof does not arise.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to / from Companies, firms or other parties listed in the
Register maintained under Section 301 of the Companies Act, 1956.
(v) According to the information and explanations given to us, the
function of purchase of inventories for the Companys fleet is
outsourced to independent ship managers and the ship managers raise
monthly debit notes for the costs incurred by them once a month which
are reimbursed to them by the Company. In our opinion and according to
the information and explanations given to us, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business for verification of debit notes raised by
the ship managers in respect of the purchase of inventories for the
Companys fleet, the purchase of fixed assets and the sale of services.
The nature of the Companys business is such that it does not involve
sale of goods. During the course of our audit, we have neither observed
nor have been informed about any major weaknesses in such internal
control systems.
(vi) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the Register, maintained under the
said Section has been so entered.
(b) There are no such contracts or arrangements which are in excess of
Rs. 5 Lacs to any party.
(vii) In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business. (viii) According to the information and explanations
given to us, in respect of statutory dues and other dues:
(a) The Company has been regular in depositing undisputed dues,
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income-tax, Wealth Tax, Customs Duty, Sales
Tax, Service Tax, Cess and other material statutory dues applicable to
it with the appropriate authorities.
(b) There were no undisputed amount payable in respect of Income-tax,
Wealth Tax, Custom Duty, Service Tax, Cess and other material statutory
dues in arrears as at March 31, 2011 for a period of more than six
months from the date they became payable.
(c) According to the information and explanations given to us, there
were no disputed amounts payable in respect of Income-tax, Wealth Tax,
Customs Duty, Service Tax and Cess as at March 31, 2011, except that
the Company has disputed Sales Tax claims aggregating Rs. 23,700
thousand pertaining to the Assessment Year 1995-96 and the matter is
pending in an appeal before the Honourable High Court of Judicature at
Madras. The Company has already deposited Rs. 4,740 thousand (including
refunds withheld by the authorities) and executed a bond of Rs. 21,804
thousand in respect of the said claim.
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks. The Company has not issued any debentures.
(x) In our opinion and according to the information and explanations
given to us, no new term loans were taken during the year. In respect
of the term loan outstanding, these were, prima facie, applied by the
Company during the year for the purposes for which they were obtained,
other than temporary deployment pending application.
(xi) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on short-term basis have not been used during
the year for long-term investment.
(xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the year.
For S.B.BILLIMORIA & CO.
Chartered Accountants
(Registration No. 101496W)
Z. F. Billimoria
Partner
Membership No. 42791
Place : Mumbai,
Date : April 21, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of CHOWGULE STEMSHIPS
LIMITED ("the Company") as at 31st March, 2010, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date, both annexed thereto. These financial statements are the
responsibility of the Companys Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the 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 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in above
paragraph 3, we report as follows:
(i) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(ii) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(v) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010;
(b) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from the
Directors as on 31st March, 2010 taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31st March, 2010 from being appointed as a Director under Section 274
(1) (g) of the Companies Act, 1956.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our report of even date)
(i) Having regard to the nature of the Companys
business/activities/result/transactions etc., clauses (vi),(viii), (x),
(xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of CARO are not
applicable.
(ii) According to the information and explanations given to us in
respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the management in accordance with a programme of verification, which
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no discrepancies were noticed on such
verification.
(c) In our opinion, though the fixed assets disposed off during the
year constitute a substantial part of the fixed assets of the Company,
such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventories:
(a) As explained to us, inventories were physically verified during the
year by independent ship managers, who manage the Companys fleet at
reasonable intervals. In our opinion and having regard to the nature of
the Companys business the interval of physical verification is
reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the independent ship managers, who manage the Companys
fleet were reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) According to the information and explanations given to us, the
Companys inventories comprise stores, spare parts, fuel oil and lube
oil on board the ship. Having regard to the nature of the Companys
business and scale of operations, quantities are determined by physical
count and it is not considered necessary to maintain records of
movements of inventories of such items by the vessel in which they are
carried. As quantities are determined by physical count and records of
movement are not maintained on board the ship, the question of
discrepancies on physical verification thereof does not arise.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to / from companies, firms or other parties listed in the
Register maintained under Section 301 of the Companies Act, 1956.
(v) According to the information and explanations given to us, the
function of purchase of inventories for the Companys fleet is
outsourced to independent ship managers and the ship managers raise
monthly debit notes for the costs incurred by them once a month which
are reimbursed to them by the Company. In our opinion and according to
the information and explanations given to us, there is an adequate
internal control, system commensurate with the size of the Company and
the nature of its business for verification of debit notes raised by
the ship managers in respect of the purchase of inventories for the
Companys fleet, the purchase of fixed assets and the sale of services.
The nature of the Companys business is such that it does not involve
sale of goods. During the course of our audit, we have neither observed
nor have been informed about any major weaknesses in such internal
control systems.
(vi) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the Register, maintained under the
said section has been so entered.
(b) There are no such contracts or arrangements which are in excess of
Rs. 5 lacs to any party.
(vii) In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the Management
have been commensurate
with the size of the Company and the nature of its business. (viii)
According to the information and explanations given to us, in respect
of statutory dues and other dues:
(a) The Company has been regular in depositing undisputed dues,
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Wealth Tax, Customs Duty, Sales
Tax, Service Tax, Cess and other material statutory dues appicable to
it with the appropriate authorities. There are no undisputed statutory
dues in arrears as at 31st March, 2010 for a period of more than six
months from the date they became payable.
(b) According to the information and explanations given to us, there
were no disputed amounts payable in respect of Income Tax, Wealth Tax,
Customs Duty, Service Tax and Cess as at 31st March, 2010, except that
the Company has disputed Sales Tax claims aggregating Rs. 23,700
thousand pertaining to the Assessment Year 1995-96 and the matter is
pending in an appeal before the Honourable High Court of Judicature at
Madras. The Company has already deposited Rs. 4,740 thousand (including
refunds withheld by the authorities) and executed a bond of Rs. 21,804
thousand in respect of the said claim.
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
financial institutions and banks. The Company has not issued debentures
that were outstanding during the year.
(x) In our opinion and according to the information and explanations
given to us, no new term loans were taken during the year. In respect
of the term loan outstanding, these were, prima facie, applied by the
Company during the year for the purposes for which the loans were
obtained, other than temporary deployment pending application.
(xi) In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet we
report, that funds raised on short-term basis have not been used during
the year for long-term investment.
(xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For S. B. BILLIMORIA & CO.
Chartered Accountants
(Registration No. 101496W)
Z. E Billimoria
Partner
Place : Mumbai, Membership No. 42791
Date : April 22, 2010