Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying Standalone financial statements of Cox & Kings Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, 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 significant accounting policies and other explanatory information (hereinafter referred to as âstandalone financial statementsâ).
Managementâs Responsibility for the Standalone 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 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) specified under section 133 of the Act, read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements 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 fair presentation of the standalone 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 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 standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone 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 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 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 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 financial position of the Company as at March 31, 2018, and its profit including total comprehensive income, its cash flows and the statement of changes in equity for the year ended on that date.
Other Matter
The comparative financial information of the Company for the year ended March 31, 2017 prepared in accordance with Indian Accounting Standards, included in these Standalone Financial Statements have been audited by the predecessor auditors. The report of the predecessor auditors on the comparative financial information dated May 29, 2017 expressed an unmodified opinion.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ 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 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 the Statement of Changes in Equity dealt with by this report are in agreement with the books of account.
d) I n our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, 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 Bâ.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rules 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 financial statements Refer Note No. 27(11) to the standalone financial statements.
ii) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts that require provision under any law or accounting standards for which there were any material foreseeable losses.
iii) There has been no delay in transferring amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.
1) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.
b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
c) In our opinion and according to the information and explanation given to us, title deeds of immovable properties are held in the name of the company.
2) In respect of Inventories:
As explained to us, physical verification of the inventories have been conducted at reasonable intervals by the management, which in our opinion is reasonable, having regard to the size of the Company and nature of its inventories. No material discrepancies were noticed on such physical verification.
3) The Company has granted loans secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.
a) The terms and conditions of the grant of such loans are not prejudicial to the companyâs interest.
b) There is no schedule of repayment of principal and are repayable on demand. Also, there is no stipulation as to date of payment of interest.
c) Since the principal and interest on these loans are repayable on demand, question of overdue amount does not arise.
4) In respect of loans, investments, guarantees and security given by the Company:
a) Company has complied with the provision of section 185 of the Act in respect of loans given.
b) Company has complied with the provision of section 186 of the Act, in respect of investment, loans, guarantee or security given.
5) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Therefore, the clause (v) of paragraph 3 of the Order is not applicable to the Company.
6) To the best of our knowledge and explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act in respect of the activities undertaken by the company.
7) In respect of Statutory dues :
a) According to the records of the Company, except for few instances of delay in payment of Service Tax, Advance Income Tax, the Company is generally regular in payment of Goods and Service tax, provident fund, employeesâ state insurance, and professional tax undisputed statutory dues including TDS, sales tax, duty of customs, duty of excise, VAT, cess and any other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the books of account, no undisputed amounts payable in respect of the aforesaid dues, were outstanding as at March 31, 2018 for a period of more than six months from the date they became payable.
b) According to the records of the Company and the information and explanations given to us, the disputed dues on account of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess that have not been deposited with appropriate authorities are as under:
Name of Statute |
Nature of Dues |
Amount (Rs.) |
Period to which the amount relates |
Forum where the dispute is pending |
Income Tax Act, 1961 |
Income Tax/Penalties |
4,65,91,730/- |
A.Y 2011 - 12 |
Income Tax Appellate Tribunal |
Income Tax Act, 1961 |
Income Tax/Penalties |
5,86,96,790/- |
A.Y 2012 - 13 |
Income Tax Appellate Tribunal |
Income Tax Act, 1961 |
Income Tax/Penalties |
7,45,44,220/- |
A.Y 2013 - 14 |
Income Tax Appellate Tribunal |
Finance Act, 1994 |
Service Tax |
1,29,07,77,449/- |
F.Y 2005 - 2011 |
Central Excise & Service Tax Appellate Tribunal |
Finance Act, 1994 |
Service Tax |
60,37,108/- |
F.Y 2011 - 2012 |
Central Excise & Service Tax Appellate Tribunal |
8) In our opinion and according to the information and explanations given to us, the Company has not delayed in repayment of loans to financial institution, bank or dues to debenture holders of the company. The Company has not raised any loan from government.
9) The company did not raise any money by way of Initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly paragraph 3(ix) of the order is not applicable.
10) Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
11) In our opinion and according to the information and explanation given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Act.
12) In our opinion company is not a nidhi company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the company.
13) In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with sections 177 and 188 of the Act and their details have been disclosed in the standalone financial statements etc., as required by the applicable accounting standards.
14) In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares of fully or partly convertible debentures during the year and hence clause (xiv) of paragraph 3 of the Order is not applicable to the company.
15) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act. Hence, clause (xv) of the paragraph 3 of the Order is not applicable to the Company.
16) To the best of our knowledge and as explained, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
We have audited the Internal Financial Control over financial reporting of Cox & Kings Limited (âthe companyâ) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year then ended.
Management Responsibility for the Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorâs 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 Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. 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 auditorâs 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 Companyâs 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For D T S & Associates
Chartered Accountants
(Firm Registration no. : 142412W)
Ashish G. Mistry
Place: Mumbai Partner
Dated: May 28, 2018 Membership No.: 132639
Mar 31, 2017
TO THE MEMBERS of Cox & Kings Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS financial statements of Cox & Kings Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, 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 significant accounting policies and other explanatory information (hereinafter referred to as "standalone Ind AS financial statements").
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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) specified under section 133 of the Act, read with relevant rules issued there under.
This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the 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 fair 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s 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 Company''s 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 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 standalone Ind AS 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 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 including the Ind AS, of the financial position of the Company as at March 31, 2017, and its profit, total comprehensive income, 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 the Companies (Auditor''s Report) Order, 2016 (''the Order''), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" 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 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 the Statement of Changes in Equity dealt with by this report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with relevant rules issued there under.
e) On the basis of written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 "Annexure B"
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rules 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 No. 27 (II) to the standalone Ind AS financial statements.
ii) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts that require provision under any law or accounting standards for which there were any material foreseeable losses.
iii) There has been no delay in transferring amounts, which were 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 to holdings as well as dealings in Specified Bank Notes as defined in the Notification S.O 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and relying on the management representation we report that the disclosures are in accordance with books of accounts maintained by the company and as produced to us by the Management. Refer Note No. 33 to the standalone Ind AS financial statements.
"Annexure A" to Independent Auditors'' Report referred to in Paragraph 1 under the heading of "Report on other legal and regulatory requirements" of our report of even date.
1) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.
b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
c) In our opinion and according to the information and explanation given to us, title deeds of immovable properties are held in the name of the company.
2) In respect of Inventories:
As explained to us, physical verification of the inventories have been conducted at reasonable intervals by the management, which in our opinion is reasonable, having regard to the size of the Company and nature of its inventories. No material discrepancies were noticed on such physical verification.
3) The Company has granted loans secured or unsecured to companies, firms, limited liability partnership or other parties covered in the register maintained under Section 189 of the Act.
a) The terms and conditions of the grant of such loans are not prejudicial to the company''s interest.
b) There is no schedule of repayment of principal and are repayable on demand. Also, there is no stipulation as to date of payment of interest.
c) Since the principal and interest on these loans are repayable on demand, question of overdue amount does not arise.
4) In respect of loans, investments, guarantees and security given by the Company:
a) Company has complied with the provision of section 185 of the Act in respect of loans given.
b) Company has complied with the provision of section 186 of the Act, in respect of investment, loans, guarantee or security given.
5) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Therefore, the clause (v) of paragraph 3 of the Order is not applicable to the Company.
6) To the best of our knowledge and explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act in respect of the activities undertaken by the company.
7) In respect of Statutory dues :
a) According to the records of the Company, except for few instances of delay in payment of Service Tax, TDS, provident fund, employees'' state insurance, and professional tax undisputed statutory dues including income tax, sales tax, duty of customs, duty of excise, VAT, cess and any other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the books of account, no undisputed amounts payable in respect of the aforesaid dues, were outstanding as at March 31, 2017 for a period of more than six months from the date they became payable.
b) According to the records of the Company and the information and explanations given to us, the disputed dues on account of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess that have not been deposited with appropriate authorities are as under:
Name of Statute |
Nature of the Dues |
Amount (Rs,) |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax |
Income Tax/ |
5,71,97,190/- |
A.Y 2011 - 12 |
Income Tax Appellate Tribunal |
Act, 1961 |
Penalties |
7,62,27,090/- |
A.Y 2012 - 13 |
Income Tax Appellate Tribunal |
Finance |
Service Tax |
1,29,07,77,449/- |
F.Y 2005 - 2011 |
Central Excise & Service Tax Appellate Tribunal |
Act, 1994 |
1,32,01,992/- |
F.Y 2011 - 2012 |
Central Excise & Service Tax Appellate Tribunal |
8) In our opinion and according to the information and explanations given to us, the Company has not delayed in repayment of loans to financial institution, bank, government or dues to debenture holders of the company.
9) The company did not raise any money by way of Initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly paragraph 3(ix) of the order is not applicable.
10) Based on the audit procedures performed for the purpose of reporting the true and fair view of the Ind AS financial statements and as per information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
11) In our opinion and according to the information and explanation given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Act.
12) In our opinion company is not a nidhi company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the company.
13) In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with sections 177 and 188 of the Act and their details have been disclosed in the standalone Ind AS financial statements etc., as required by the applicable accounting standards.
14) In our opinion and according to the information and explanations given to us, the Company has made preferential allotment of equity shares during the year. The requirements of Section 42 of the Companies Act, 2013 has been complied with and the amount raised has been used for the purpose for which the funds were raised.
15) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act. Hence, clause (xv) of the paragraph 3 of the Order is not applicable to the Company.
16) To the best of our knowledge and as explained, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
"Annexure B"to Independent Auditors'' Report referred to in paragraph 2(f) under the heading "Report on other legal and regulatory requirements" of our report of even date.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the Internal Financial Control over financial reporting of Cox & Kings Limited ("the company") as of March 31, 2017 in conjunction with our audit of the Ind AS financial statements of the Company for the year then ended.
Management Responsibility for the 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 Act.
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 "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. 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 Ind AS 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 Ind AS 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 Ind AS 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 Ind AS 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, 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 ICAI.
For Chaturvedi & Shah
Chartered Accountants
Firm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 29, 2017 Membership No. 103141
Mar 31, 2016
To the Members of Cox & Kings Limited Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Cox & Kings Limited (âthe Company"), which comprise the Balance Sheet as at March 31, 2016, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the 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 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 provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the 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 fair 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.
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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion 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 March 31, 2016, its profit 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, 2016 (âthe Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act , we give in the âAnnexure A" 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 appears from our examination of those books.
c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors as on March 31, 2016 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 "Annexure B"
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rules 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 34(II) to the financial statements.
ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts that require provision under any law or accounting standards for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
"Annexure A" to Independent Auditors'' Report referred to in Paragraph 1 under the heading of âReport on other legal and regulatory requirements" of our report of even date.
1) In respect of its fixed assets :
a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.
b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
c) In our opinion and according to the information and explanations given to us, title deeds of immovable properties are held in the name of the company.
2) As explained to us, physical verification of the inventories have been conducted at reasonable intervals by the management, which in our opinion is reasonable, having regard to the size of the Company and nature of its inventories. No material discrepancies were noticed on such physical verification.
3) The Company has granted loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. In our opinion and according to information and explanations given to us, in respect of these loans:
a) The terms and conditions of the grant of such loans are not prejudicial to the company''s interest.
b) There is no schedule of repayment of principal and are repayable on demand. Also, there is no stipulation as to date of payment of interest.
c) Since the principal and interest on these loans are repayable on demand, question of overdue amount does not arise.
4) In respect of loans, investments, guarantees and security given by the Company:
a) Company has complied with the provisions of section 185 of the Act in respect of loans given.
b) Company has complied with the provisions of section 186 of the Act, in respect of investments, loans, guarantee or security given.
5) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Therefore, the clause (v) of paragraph 3 of the Order is not applicable to the Company.
6) To the best of our knowledge and explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act in respect of the activities undertaken by the Company.
7) In respect of Statutory dues :
a) According to the records of the Company, except for few instances of delay in payment of Service Tax, TDS, provident fund, employees'' state insurance, and professional tax, undisputed statutory dues including income tax, sales tax, duty of customs, duty of excise, value added tax, cases and any other statutory dues have been regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues, were outstanding as at March 31, 2016 for a period of more than six months from the date they became payable.
b) According to the records of the Company and the information and explanations given to us, the disputed dues on account of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cases that have not been deposited before appropriate authorities are as under:
Name of the Statute |
Nature of the Dues |
Amount (Rs.) |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax |
Income Tax/ |
24,21,452/- |
AY 2006-07 |
Commissioner Income Tax (Appeals) |
Act, 1961 |
Penalties. |
5,71,97,190/- |
AY 2011-12 |
Income Tax Appellate Tribunal |
Finance |
Service Tax |
1,29,07,77,449/- |
FY 2005-2011 |
Central Excise & Service Tax Appellate Tribunal |
Act, 1994 |
1,32,01,992 |
FY 2011-2012 |
8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank, government or debenture holders of the company.
9) The company has not raised money by way of initial public offer or further public offer (including debt instruments) or term Loan during the year and hence clause (ix) of paragraph 3 of the Order is not applicable to the Company.
10) Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
11) In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
12) In our opinion company is not a nidhi company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the company.
13) In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with sections 177 and 188 of the Act and their details have been disclosed in the financial statements etc., as required by the applicable accounting standards.
14) In our opinion and according to 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 and hence clause (xiv) of paragraph 3 of the Order is not applicable to the company.
15) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act. Hence, clause (xv) of the paragraph 3 of the Order is not applicable to the Company.
16) To the best of our knowledge and as explained, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
"Annexure B" to Independent Auditors'' Report referred to in paragraph 2(f) under the heading "Report on other legal and regulatory requirements" of our report of even date.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the Internal Financial Control over financial reporting of Cox & Kings Limited (âthe company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year then ended.
Management Responsibility for the 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 Act.
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") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For Chaturvedi & Shah Chartered Accountants Firm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 20, 2016 Membership No. 103141
Mar 31, 2015
We have audited the accompanying financial statements of Cox and Kings
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2015, and the Statement of Profit and Loss and Cash Flow Statement
for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
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
provision of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and
application of the 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
fair 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 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 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 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 profit 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 of India in terms of
sub-section (11) of section 143 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 appears from our examination of
those books.
c. The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
d. In our opinion, the aforesaid financial statements comply with the
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 31st March, 2015 taken on record by the Board of Directors, none
of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of section 164(2) of the Act.
f. With respect to the other matters to be included in the Auditor's
Report in accordance with Rules 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 35(II) to
the financial statements.
ii. The Company did not have any long term contracts including
derivative contracts that require provision under any law or accounting
standards for which there were any material foreseeable losses.
iii. There were no amounts which are required to be transferred to the
Investor Education and Protection Fund by the Company during the year.
Annexure referred to in paragraph 1 under the heading Report on other
legal and regulatory requirements of our report of even date
i) In respect of its Fixed Assets :
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of Fixed Assets on the
basis of available information.
b. The fixed assets have been physically verified by the management as
per a phased periodic manner, which in our opinion is reasonable,
having regard to the size of the Company and nature of its assets. No
material discrepancies were noticed on such physical verification.
ii) In respect of its Inventories:
a. The inventories have been physically verified during the year by
the management. In our opinion, the frequency of verification is
reasonable.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventories as compared to the book records.
iii) The Company has granted unsecured loan to company covered in the
register maintained under Section 189 of the Act. The receipt of
principal amount and interest thereon is regular.
iv) In our opinion and according to the information and explanations
given to us, the is an adequate internal control system commensurate
with the size of the Company and nature of its business for the
purchases of Inventory, fixed assets and for the sale of services.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in such internal control system.
v) According to the information and explanations given to us, the
Company has not accepted any deposits within the meaning of provisions
of sections 73 to 76 or any other relevant provisions of the Act and
the rules framed there under. Therefore, the provisions of Clause (v) of
paragraph 3 of the Order are not applicable to the Company.
vi) To the best of our knowledge and according to information and
explanation provided to us, the Central Government has not prescribed
the maintenance of cost records under sub section (1) of Section 148 of
the Act.
vii) In respect of Statutory dues :
a. According to the records of the Company, except for some instances
of delay in payment of Service tax and TDS, undisputed statutory dues
including Provident Fund, Employees' State Insurance, Income-Tax,
Sales-Tax, Wealth Tax, Duty of Customs, Duty of Excise, Value Added
Tax, Cess and any other statutory dues, as applicable, have been
generally regularly deposited with appropriate authorities. According
to the information and explanations given to us, no undisputed amounts
payable in respect of the aforesaid dues were outstanding as at March
31, 2015 for a period of more than six months from the date of becoming
payable.
b. As at 31st March, 2015 according to the records of the Company and
the information and explanations given to us disputed dues on account
of Income Tax, Sales Tax, Service Tax, Excise Duty, Custom Duty, Value
added Tax or Cess (as applicable) that have not been deposited before
appropriate authorities are as under:-
Name of the
Statute Nature of
Dues Financial
Year Rs. in
Lacs Forum where the
dispute is pending
Income Tax Income 2006-07 24 Commissioner Income
Tax (Appeal)
Act, 1961 Tax/
Penalties 2007-08 41 Commissioner Income
Tax (Appeal)
2009-10 202 Income Tax Appellate
Tribunal
2010-11 137 Income Tax Appellate
Tribunal
Finance Act,
1994 Service
Tax 2005 to
2010 9541 Central Excise &
Service Tax Appellate
Tribunal
2010-11 3366
TOTAL 13,312
c. There were no amounts which are required to be transferred to the
Investor Education and Protection Fund by the Company, in accordance
with the provisions of the Companies Act, 1956 and rules made there
under, during the year.
viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred any cash losses in the current
and immediately preceding financial year
ix) Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks or
debenture holders.
x) In our opinion and according to the information and explanations
given to us, the Company has given the guarantees for loans taken by
its wholly owned subsidiaries from bank and/or financial institutions.
In our opinion and according to information and explanations given to
us, the terms and conditions thereof, are not prejudicial to the
interest of the company.
xi) In our opinion and according to the information and explanations
given to us, term loan taken during the year have been applied for the
purpose for which they were obtained.
xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations provided by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For Chaturvedi & Shah
Chartered Accountants
Firm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 15, 2015 Membership No. 103141
Mar 31, 2014
We have audited the accompanying financial statements of COX & KINGS
LIMITED ("the Company"), which comprise the Balance Sheet as at 31st
March, 2014, and the Statement of Profit and Loss and the 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
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 the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material mis-statement, 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 mis-statement.
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 mis-statement 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 accounting policies used and the reasonableness
of the accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;
(b) in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, the Profit and Loss statement
comply with the accounting standards notified under 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 the
Companies Act, 2013.
e. on the basis of written representations received from the directors
as on 31st March, 2014, and taken on record by the Board of Directors,
none of the directors are disqualified as on 31st March, 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 referred to the Auditors'' Report
(Referred to in point 1 under heading "Report on Other Legal
and Regulatory Requirements" of our report of even date)
1. a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c) In our opinion, the Company has not disposed off substantial part of
its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of its inventories:
a) The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) The Company has maintained proper records of inventory. As explained
to us, there were no material discrepancies noticed on physical
verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
company to/from companies, firms or parties covered in the register
maintained under section 301 of the Companies Act, 1956:
a) The Company has granted unsecured loan to twelve wholly owned
subsidiaries and four other parties covered in the register maintained
under section 301 of the Companies Act, 1956. In respect of the said
loan, the maximum amount outstanding at any time during the year is Rs.
99,110 Lacs and the year end balance is Rs. 31,557 Lacs.
b) According to the information and explanations given to us, the rate
of interest (where stipulated) and other terms and conditions of such
loans are prima facie not prejudicial to the interest of the Company.
c) In respect of the said loans, the principal amounts are repayable on
demand and there is no repayment schedule. The interest is payable on
demand.
d) In respect of the said loans and interest thereon, the same are
repayable on demand or as the case may be, have not become due,
therefore the question of overdue amount does not arise.
e) The Company has not taken any loan, secured or unsecured from
companies, firms and other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956. Therefore, the
requirement of Clauses (iii)(f) and (iii)(g) of paragraph 4 of the said
Order are not applicable.
4. 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 the
purchase of inventory and fixed assets and also for the sale of
services. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
5. In respect of contracts or arrangements referred to in section 301
of the Companies Act, 1956.
a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the companies Act 1956 have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in Register maintained under section 301 of the
Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect
of each party during the year have been made at prices which appear
reasonable as per information available with the company except certain
transactions which are of specialized or unique nature for which no
comparable quotes are available.
6. According to the information and explanations given
to us, the Company has not accepted any deposit from the public.
Therefore, the provisions of Clause (vi) of paragraph 4 of the Order
are not applicable to the Company.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. To the best of our knowledge and according to the information and
explanation provided to us, the Central Government has not prescribed
the maintenance of cost records under Section 209 (1) (d) of the
Companies Act, 1956 for the services rendered by the Company.
9. In respect of statutory dues:
a) According to the records of the Company, except for some instances
of delay in payment of TDS and Service Tax, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
EmployeesRs. State Insurance, Income-tax, Sales-tax, Wealth Tax,
Customs Duty, Excise Duty, Cess and any other statutory dues, have been
generally regularly deposited with the appropriate authorities
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st March, 2014 for a period of more than six
months.
b) The disputed statutory dues aggregating to Rs. 13,174 Lacs that have
not been deposited on account of disputed matters pending before
appropriate authorities are as under : -
Name Nature Financial Rs. in Forum where the
of the of Dues Year Lacs dispute is pending
Statute
Income Tax Income 2006-07 24 Commissioner Income
Act, 1961 Tax/ Tax (Appeal)
Penalties 2007-08 41 Commissioner Income
Tax (Appeal)
2009-10 202 Income Tax Appellate
Tribunal
Finance Service 2005-10 9,541 Central Excise &
Act, 1994 Tax Service Tax Appellate
2010-11 3,366 Tribunal
TOTAL 13,174
10. The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
11. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks or
debenture holders.
12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the company on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/ society. Therefore, the provisions of Clause 4 (xiii) of
the Order are not applicable to the Company.
14. The Company has maintained proper records of transactions and
contracts in respect of dealing and trading in investments and timely
entries have been made therein. All the investments have been held by
the Company in its own name.
15. According to the information and explanations given to us, the
Company has given the guarantees for loans taken by its wholly owned
subsidiaries from bank and/ or financial institutions. In our opinion
and according to information and explanations given to us, the terms
and conditions thereof, are not prejudicial to the interest of the
company.
16. The term loan taken during the year has been applied for the
purposes for which they were raised.
17. According to the information and explanation given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that there are no funds raised on short -term basis that have
been used for long term investment.
18. 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.
19. According to the information and explanations given to us, the
Company has created securities/charges in respect of secured debentures
issued except in respect of certain debentures issued in March 2014 for
which creation of security is in process.
20. The Company has not raised any monies during the year by way of the
public issues.
21. Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For Chaturvedi & Shah
Firm Registration No. 101720W
Chartered Accountants
Amit Chaturvedi
Partner
Membership No.: 103141
Place : Mumbai
Date : 30th May, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of COX & KINGS
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31, 2013, and the Statement of Profit and Loss and the 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
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 judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a. in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b. in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and
c. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
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 subsection (3C) of section 211 of the Companies Act, 1956;
e. on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors are 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 point 1 under heading "Report on Other Legal and
Regulatory Requirements" of our report of even date)
1. a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c. In our opinion, the Company has not disposed off substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of its inventories:
a. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company has maintained proper records of inventory. As
explained to us, there were no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
company to/from companies, firms or parties covered in the register
maintained under section 301 of the Companies Act, 1956: -
a. The Company has granted unsecured loan to ten wholly owned
subsidiaries and two other parties covered in the register maintained
under section 301 of the Companies Act, 1956. In respect of the said
loan, the maximum amount outstanding at any time during the year is Rs.
140,805 Lacs and the year end balance is Rs. 54,409 Lacs.
b. According to the information and explanations given to us, the rate
of interest (where stipulated) and other terms and conditions of such
loans are prima facie not prejudicial to the interest of the Company.
c. In respect of the said loans, the principal amounts are repayable
on demand and there is no repayment schedule. The interest is payable
on demand.
d. In respect of the said loans and interest thereon, the same are
repayable on demand or as the case may be, have not become due,
therefore the question of overdue amount does not arise.
e. The Company has not taken any loan, secured or unsecured from
companies, firms and other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956. Therefore, the
requirement of Clauses (iii)(f) and (iii)(g) of paragraph 4 of the said
Order are not applicable.
4. 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 the
purchase of inventory and fixed assets and also for the sale of
services. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
5. In respect of contracts or arrangements referred to in section 301
of the Companies Act, 1956.
a. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the companies Act 1956 have been so entered.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in Register maintained under section 301 of the
Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect
of each party during the year have been made at prices which appear
reasonable as per information available with the company except certain
transactions which are off specialized or unique nature for which no
comparable quotes are available.
6. According to the information and explanations given to us, the
Company has not accepted any deposit from the public. Therefore, the
provisions of Clause (vi) of paragraph 4 of the Order are not
applicable to the Company.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. To the best of our knowledge and according to the information and
explanation provided to us, the Central Government has not prescribed
the maintenance of cost records under Section 209 (1) (d) of the
Companies Act, 1956 for the services rendered by the Company.
9. In respect of statutory dues:
a. According to the records of the Company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales- tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess and any other statutory dues, have
been generally regularly deposited with the appropriate authorities
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st March, 2013 for a period of more than six
months.
b. The disputed statutory dues aggregating to Rs. 13,142 lacs that
have not been deposited on account of disputed matters pending before
appropriate authorities are as under : -
Name Nature Financial
of the of Dues Year
Statute
Income Income 2006-07
Tax Act, Tax/
1961 Penalties 2007-08
2008-09
Finance Service 2005-10
Act, 1994 Tax
2010-11
Name of the Statute Rs. in Forum where the
Lacs dispute is pending
Income Tax Act, 1961 71 Commissioner Income Tax (Appeal)
250 Commissioner Income Tax (Appeal)
164 Commissioner Income Tax (Appeal)
Finance Act, 1994 9,541 Central Excise & Service Tax
Appellate Tribunal
3,366
TOTAL 13,392
10. The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
11. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks or
debenture holders.
12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the company on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society. Therefore, the provisions of clause 4(xiii) of
the Order are not applicable to the Company.
14. The Company has maintained proper records of transactions and
contracts in respect of dealing and trading in investments and timely
entries have been made therein. All the investments have been held by
the Company in its own name, except those pledged with lenders.
15. According to the information and explanations given to us, the
Company has given the guarantees for loans taken by its wholly owned
subsidiaries from bank and/or financial institutions. In our opinion
and according to information and explanations given to us, the terms
and conditions thereof, are not prejudicial to the interest of the
Company.
16. The term loan taken during the year has been applied for the
purposes for which they were raised.
17. According to the information and explanation given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that there are no funds raised on short -term basis that have
been used for long term investment.
18. 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.
19. The Company has created securities/charges in respect of secured
debentures issued in earlier years.
20. The Company has not raised any monies during the year by way of
the public issues.
21. Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For Chaturvedi & Shah
Firm Registration No. 101720W
Chartered Accountants
Amit Chaturvedi
Partner
Membership No.: 103141
Place: Mumbai
Date: 30th May, 2013
Mar 31, 2012
We have audited the attached Balance Sheet of COX & KINGS LIMITED as at
March 31, 2012, Statement of Profit and Loss and also the Cash Flow
Statement for the year ended on that date. 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.
1. We have 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 the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
2. As required by the Companies (Auditor's Report) Order 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order .
3. 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 Balance Sheet, 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, Statement of Profit and Loss and
the Cash Flow statement dealt with by this report comply with the
mandatory Accounting Standards referred to in sub-section (3C) of
section 211 of the Companies Act, 1956;
e) 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 Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and other notes thereon give the
information required by the Companies Act, 1956, in the manner so
required, and present 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 Statement of Profit and Loss, of the Profit 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.
Re: Cox & Kings Limited ("the Company")
1. a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c) In our opinion, the Company has not disposed off substantial part of
its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of its inventories:
a) The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) The Company has maintained proper records of inventory. As explained
to us, there were no material discrepancies noticed on physical
verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from Companies, firms or parties covered in the register
maintained under section 301 of the Companies Act, 1956: -
a) The Company has granted unsecured loan to eight wholly owned
subsidiaries and two other parties covered in the register maintained
under section 301 of the Companies Act, 1956. In respect of the said
loan, the maximum amount outstanding at any time during the year is Rs.
128,134 Lacs and the year end balance is Rs. 120,521 Lacs.
b) According to the information and explanations given to us, the rate
of interest (where stipulated) and other terms and conditions of such
loans are prima facie not prejudicial to the interest of the Company.
c) In respect of loan to one party, the principal amount has not become
due. In respect of loan to other parties, the principal amounts are
repayable on demand and there is no repayment schedule. The interest is
payable on demand.
d) In respect of the said loans and interest thereon, the same are
repayable on demand or as the case may be, have not become due,
therefore the question of overdue amount does not arise.
e) The Company has not taken any loan, secured or unsecured from
Companies, firms and other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956. Therefore, the
requirement of Clauses (iii) (f) and (iii) (g) of paragraph
4 of the said Order are not applicable.
4. 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 the
purchase of inventory and fixed assets and also for the sale of
services. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
5. In respect of contracts or arrangements referred to in section 301
of the Companies Act, 1956.
a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the Companies Act 1956 have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in Register maintained under section 301 of the
Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect
of each party during the year have been made at prices which appear
reasonable as per information available with the Company except certain
transactions which are off specialized or unique nature for which no
comparable quotes are available.
6. According to the information and explanations given to us, the
Company has not accepted any deposit from the public. Therefore, the
provisions of Clause (vi) of paragraph 4 of the Order are not
applicable to the Company.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. To the best of our knowledge and according to the information and
explanation provided to us, the Central Government has not prescribed
the maintenance of cost records under Section 209 (1) (d) of the
Companies Act, 1956 for the services rendered by the Company.
9. In respect of statutory dues:
a) According to the records of the Company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess and any other statutory dues, have
been generally regularly deposited with the appropriate authorities
except for few cases. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31st March, 2012 for a period of more than
six months.
b) The disputed statutory dues aggregating to Rs. 13,661 Lacs that have
not been deposited on account of disputed matters pending before
appropriate authorities are as under : -
Name of Nature of Financial Rs. in Forum where
the Statute Dues Year Lacs the dispute is
pending
Income Tax Income Tax/ 2004-05 48 Income Tax
Act, 1961 Penalties Appellate
Tribunal
2006-07 212 Commissioner
Income Tax
(Appeal)
2007-08 330 Commissioner
Income Tax
(Appeal)
2008-09 164 Commissioner
Income Tax
(Appeal)
Finance Service Tax 2005-10 9,541 Central Excise
Act, 1994 & Service Tax
2010-11 3,366 Appellate
Tribunal
TOTAL 13,661
10. The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
11. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks or
debenture holders.
12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted on the basis of security by way of pledge of shares, debentures
and other securities
13. In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/ society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditor's Report) Order 2003, (as amended) are not
applicable to the Company.
14. The Company has maintained proper records of transactions and
contracts in respect of dealing and trading in other investments and
timely entries have been made therein. All the investments have been
held by the Company in its own name.
15. According to the information and explanations given to us, the
Company has given the guarantees for loans taken by its wholly owned
subsidiaries from bank and/or financial institutions. In our opinion
and according to information and explanations given to us, the terms
and conditions thereof, are not prejudicial to the interest of the
Company.
16. The Company has raised new term loans during the year. The term
loans outstanding at the beginning of the year and those raised during
the year have been applied for the purposes for which they were raised.
17. According to the information and explanation given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that there are no funds raised on short -term basis that have
been used for long term investment.
18. 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.
19. The Company has created securities/charges in respect of secured
debentures issued.
20. We have verified end use of the money raised by public issues as
disclosed in the notes to the financial statements.
21. Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For Chaturvedi & Shah
Firm Registration No. I0I720W
Chartered Accountants
Amit Chaturvedi
Partner
Membership No.: 103141
Place: Mumbai
Date: August 13, 2012
Mar 31, 2011
We have audited the attached Balance Sheet of COX & KINGS LIMITED as at
March 31, 2011, the Profit and Loss Account and also the Cash Flow
Statement for the year ended on that date. 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.
1. We have 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 the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
2. As required by the Companies (Auditor's Report) Order 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order .
3. 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 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;
d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow statement dealt with by this report comply with the
mandatory Accounting Standards referred to in sub-section (3C) of
section 211 of the Companies Act, 1956;
e) 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 Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and other notes thereon give the
information required by the Companies Act, 1956, in the manner so
required, and present 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, 2011;
(ii) in the case of the Profit and Loss Account, of the Profit 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 REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE
Re : Cox & Kings Limited ("the Company") (Formerly known as Cox and
Kings (India) Limited)
1. a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c) In our opinion, the Company has not disposed off substantial part of
its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of its inventories:
a) The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) The Company has maintained proper records of inventory. As explained
to us, there were no material discrepancies noticed on physical
verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
company to/from companies, firms or parties covered in the register
maintained under section 301 of the Companies Act, 1956: -
a) The Company has granted unsecured loan to seven wholly owned
subsidiaries and four other parties covered in the register maintained
under section 301 of the Companies Act, 1956. In respect of the said
loan, the maximum amount outstanding at any time during the year is Rs.
14,055.87 Lacs and the year end balance is Rs. 12,848.94 Lacs.
b) According to the information and explanations given to us, the rate
of interest (where stipulated) and other terms and conditions of such
loans are prima facie not prejudicial to the interest of the Company.
c) The principal amounts are repayable on demand and there is no
repayment schedule. The interest is payable on demand.
d) In respect of the said loans and interest thereon, the same are
repayable on demand and therefore the question of overdue amount does
not arise.
e) The Company has not taken any loan, secured or unsecured from
companies, firms and other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956. Therefore, the
requirement of Clauses (iii)(f) and (iii)(g) of paragraph 4 of the said
Order are not applicable.
4. 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 the
purchase of inventory and fixed assets and also for the sale of
services. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
5. In respect of contracts or arrangements referred to in section 301
of the Companies Act, 1956.
a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the companies Act 1956 have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in Register maintained under section 301 of the
Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect
of each party during the year are unique and of specialized nature and
in absence of any comparable prices, we are unable to comment if same
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
6. According to the information and explanations given to us, the
Company has not accepted any deposit from the public. Therefore, the
provisions of Clause (vi) of paragraph 4 of the Order are not
applicable to the Company.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. To the best of our knowledge and according to the information and
explanation provided to us, the Central Government has not prescribed
the maintenance of cost records under Section 209 (1) (d) of the
Companies Act, 1956 for the services rendered by the Company.
9. In respect of statutory dues:
a) According to the records of the Company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess and any other statutory dues, have
been generally regularly deposited with the appropriate authorities
except for few cases. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31st March, 2011 for a period of more than
six months.
b) According to the information and explanation given to us, there are
no dues of sales tax, income tax, wealth tax, service tax, custom duty,
excise duty and cess which have not been deposited on account of any
dispute, except as stated below:
Name Nature Financial Amount Forum where
of the of Dues Year In Lacs the dispute is
Statute pending
Income Income 1997-98 3.73 Commissioner
Tax Act, Tax/ Income Tax
1961 Penalties (Appeal)
2001-02 16.33 Income Tax
Appellate
Tribunal
2002-03 63.08 Income Tax
Appellate
Tribunal
2003-04 148.49 Income Tax
Appellate
Tribunal
2004-05 40.31 Income Tax
Appellate
Tribunal
2006-07 212.41 Commissioner
Income Tax
(Appeal)
2008-09 164.28 Commissioner
Income Tax
(Appeal)
TOTAL 648.63
10. The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
11. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks or
debenture holders.
12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted on the basis of security by way of pledge of shares, debentures
and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/ society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditor's Report) Order 2003, (as amended) are not
applicable to the Company.
14. The Company has maintained proper records of transactions and
contracts in respect of dealing and trading in other investments and
timely entries have been made therein. All the investments have been
held by the Company in its own name.
15. According to the information and explanations given to us, the
Company has given the guarantees for loans taken by its wholly owned
subsidiaries from bank and/ or financial institutions. In our opinion
and according to information and explanations given to us, the terms
and conditions whereof, are not prejudicial to the interest of the
company.
16. The Company has not raised new term loans during the year.
Therefore, the provisions of clause 4(xvi) of the Order are not
applicable to the Company.
17. According to the information and explanation given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that there are no funds raised on short -term basis that have
been used for long term investment.
18. 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.
19. During the year company has issued unsecured non- convertible
debentures amounting to Rs. 30,000 Lacs. Being unsecured, the Company
is not required to create any security in respect of debentures issued.
20. We have verified end use of money raised by public issues as
disclosed in the notes to the financial statements.
21. Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For Chaturvedi & Shah
Firm Registration No. 101720W
Chartered Accountants
Amit Chaturvedi
Partner
Membership No.:103141
Place: Mumbai
Date : May 30, 2011
Mar 31, 2010
We have audited the attached Balance Sheet of COX AND KINGS (INDIA)
LIMITED as at March 31, 2010, the Profit and Loss Account and also the
Cash Flow Statement for the year ended on that date. 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.
1. We have 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 the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
2. As required by the Companies (Auditors Report) Order 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
3. 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 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;
d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow statement dealt with by this report comply with the
mandatory Accounting Standards referred to in sub-section (3C) of
section 211 of the Companies Act, 1956;
e) 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 Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and other notes thereon give the
information required by the Companies Act, 1956, in the manner so
required, and present 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, 2010;
(ii) in the case of the Profit and Loss Account, of the Profit 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 REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE
Re : Cox and Kings (India) Limited ("the Company")
1. a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c) In our opinion, the Company has not disposed off substantial part of
its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of its inventories:
a) The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) The Company has maintained proper records of inventory. As explained
to us, there were no material discrepancies noticed on physical
verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted by the company
to companies, firms or parties covered in the register maintained under
section 301of the Companies Act, 1956: -
a) The Company has granted unsecured loan to three parties covered in
the register maintained under section 301 of the Companies Act, 1956
aggregating to Rs 2486.51 Lacs and maximum amount outstanding at any
time during the year is Rs.10705.13 Lacs.
b) According to the information and explanations given to us, the rate
of interest (where stipulated) and other terms and conditions of such
loans are prima facie not prejudicial to the interest of the Company.
c) According to the information and explanations given to us, the said
loans and the interest thereon are repayable on demand and therefore
the question of overdue amount does not arise.
4. The Company has not taken any loan, secured or unsecured to/from
companies, firms and other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956.
5. 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 the
purchase of inventory and fixed assets and also for the sale of
services. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
6. In respect of contracts or arrangements referred to in section 301
of the Companies Act, 1956.
a) In our opinion and according to the information and explanation
given to us, the transactions made in pursuance of contracts or
arrangements that needed to be entered in the register maintained under
section 301 of the companies Act 1956 have been so entered.
b) In our opinion and according to the information and explanation
given to us, the transactions made in pursuance of such contract or
arrangements are unique and of specialized nature and in absence of any
comparable prices, we are unable to comment if same have been made at
prices which are reasonable having regard to the prevailing market
prices at the relevant time.
7. The Company has not accepted any deposit from the public.
8. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
9. To the best of our knowledge and according to the information and
explanation provided to us, the Central Government has not prescribed
the maintenance of cost records under Section 209 (1) (d) of the
Companies Act, 1956.
10. In respect of statutory dues:
a) According to the records of the Company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess and any other statutory dues, have
been generally regularly deposited with the appropriate authorities
except for few cases. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31st March, 2010 for a period of more than
six months.
b) According to the information and explanation given to us, there are
no dues of sales tax, income tax, wealth tax, service tax, custom duty,
excise duty and cess which have not been deposited on account of any
dispute, except as stated below:
Name Nature of Year Amount Forum
of the Dues In Lacs where
Statute the
dispute is
pending
Income Income 2005-06 201.58 Commis-
Tax Act, Tax/Pen- sioner of
1961 alties Income
Tax (Ap- peals)
2006-07 39.44 Commis- sioner
of Income Tax
(Ap- peals)
1998-99 3.73 Income Tax
Of- fcer
244.75
11. The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
12. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks or
debenture holders.
13. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted on the basis of security by way of pledge of shares, debentures
and other securities.
14. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/ society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditors Report) Order 2003, (as amended) are not
applicable to the Company.
15. The Company has maintained proper records of transactions and
contracts in respect of dealing and trading in other investments and
timely entries have been made therein. All the investments have been
held by the Company in its own name.
16. The Company has given guarantees for loans taken by others from
banks and financial institutions. According to the information and
explanation given to us, we are of the opinion that the terms and
conditions thereof are not prima facie prejudicial to the interests of
the Company.
17. The Company has raised new term loans during the year. The term
loans outstanding at the beginning of the year and those raised during
the year have been applied for the purpose for which they were raised.
18. According to the information and explanation given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that there are no funds raised on short -term basis that have
been used for long term investment.
19. 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.
20. During the year Company has issued debentures. As per the
information and explanation given to us, the debentures are secured
only by personal guarantee of director.
21. We have verified end use of money raised by public issues as
disclosed in the notes to the financial statements.
22. Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For Chaturvedi & Shah
Firm Registration No. 101720W
Chartered Accountants
rajesh Chaturvedi
Partner
Membership No.:45882
Place: Mumbai Date : May 29, 2010