Mar 31, 2015
We have audited the accompanying standalone financial statements of D &
H INDIA LIMITED ('the Company'), which comprise the balance sheet as at
31 March 2015, 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 Standalone 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 and presentation 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 provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement. An audit involves performing
procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend
on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers
internal financial control relevant to the Company's preparation of the
financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by the
Company's Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the 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 31 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 the paragraph 3 and 4 of the
Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
a) we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from ourexamination of those
books;
c) the balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
d) in our opinion, the aforesaid 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 the written representations received from the
directors as on 31 March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and
f) with respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1 under the heading of "report on other legal
and regulatory requirements" of our report of even date)
(i) a. The proper records showing full particulars including
quantitative details and situation of the fixed assets are being
maintained by the company.
b. All the fixed assets have been physically verified by the management
during the year, which in our opinion is reasonable having regard to
the size of the company and the nature of its assets. As per
information and explanations given to us, no material discrepancies
were noticed.
(ii) a. The inventory of the company has been physically verified by the
management during the year. 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 inventory
followed by the management are reasonable & adequate, in relation to
the size of the company & nature of its business.
c. On the basis of our examination of records of inventory, in our
opinion, the company has maintained proper records of inventory and as
explained to us, the discrepancies noticed on physical verification of
inventory, as compared to book records were not material and have been
properly dealt with in the books of account.
(iii) The Company has granted loan to one corporate entity in the
register maintained under section 189 of the CompaniesAct,2013.
a. The terms of arrangements do not stipulate any repayment schedule
and the loans are repayable on deman Accordingly, paragraph 3(iii)(b)
of the Order is not applicable to the Company in respect of repayment
of the principal amount.
b. There are no overdue amounts of more than rupees one lakh in
respect of the loans granted to the corporate entity listed in the
register maintained under section 189 of the Act.
(iv) In our opinion and according to information & explanations given
to us, there is adequate internal control system commensurate with the
size of the company & nature of its business with regard to the
purchase of inventory and fixed assets and for the sale of goods and
services. Further on the basis of our examination of the books and
records of the company, carried out in accordance with the generally
accepted auditing practices in India, we have neither come across nor
have been informed of any instances of major weaknesses in the internal
control system.
(v) In our opinion and according to the information & explanations
given to us, the company has not accepted deposit, within the meaning
of provisions of section 73 to 76 or any other relevant provisions of
Companies Act and Rules framed there under.
(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the Central Government under Section 148(1 )(d) of the
Companies Act, 2013 and are of the opinion that, prima facie, the
prescribed accounts and cost records have been maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
(vii) a. According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income tax, sales tax, wealth
tax, service tax, duty of customs, value added tax, cess and other
material statutory dues have been regularly deposited during the year by
the Company with the appropriate authorities. As explained to us, the
Company did not have any dues on account of employees' state insurance
and duty of excise.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, wealth tax, service tax, duty of customs, value added tax,
cess and other materialstatutory dues were in arrears as at 31 March
2015 for a period of more than six months from the date they became
payable.
b. According to the information and explanations given to us, there are
no material dues of wealth tax, duty of customs and cess which have not
been deposited with the appropriate authorities on account of any
dispute. However, according to information and explanations given to
us, the following dues of Sales tax & Entry tax have not been deposited
by the Company on account of disputes:
Nature of Nature of the dues Period to which the Amount in
Statute amount relates Rupee
CST Regular assessment 2008-09 1,24,977
2009- 10 3,84,322
2010- 11 4,97,994
2011- 12 12,87,119
Entry Tax Regular assessment 2008-09 30,272
2011-12 34,952
Nature of Forum where the
Statute dispute is pending
CST Appeal Board, Bhopal
Appeal Board, Indore
Appeal Board, Indore
Add. Commissioner
Entry Tax Appeal Board, Bhopal
Add. Commissioner
c. According to the information and explanations given to us the
amounts which were required to be transferred to the investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules there under has been
transferred to such fund within time.
(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year.
(ix) The Company has not defaulted in repayment of dues to financial
institutions, banks or debenture holders during the year.
(x) In our opinion and according to the information and the
explanations given to us, the Company has not given any guarantee for
loans taken by others from banks or financial institutions.
(xi) According to the records of the company, examined by us and the
information & explanations given to us, term loan taken have been
applied for the purposes for which they were raised.
(xii) According to the information & explanation given to us, no fraud
on or by the company has been noticed or reported during the course of
our audit.
For ABN & Co.
Chartered Accountants
FRN : 004447C
(B.M. Bhandari)
Place: Indore Partner
Date: 30.05.2015 M. No. : 071232
Mar 31, 2014
We have audited the accompanying financial statements of D & H India
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2014, and the Statement of Profit and Loss and Cash Flow Statement
for the 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 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, 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 cashflows 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 Statement of Profit and
Loss, and the Cash Flow Statement comply with Accounting Standards
notified under 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;
e. On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in paragraph 1 of our report of even date on the accounts
for the year ended 31st March 2014 of D & H India Limited)
I a. The proper records showing full particulars including
quantitative details and situation of the fixed assets are being
maintained by the company.
b. All thefixed assets have been physically verified by the management
during the year, which in our opinion is reasonable having regard to
the size of the company and the nature of its assets. As per
information and explanations given to us, no material discrepancies
were noticed
c. In our opinion and according to the information and explanations
given to us, any substantial part of fixed assets has not been disposed
off by the company during the year and the going concern status of the
company is not affected.
II a. The inventory of the company has been physically verified by the
management during the year. 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 inventory
followed by the management are reasonable & adequate, in relation to
the size of the company & nature of its business
c. On the basis of our examination of records of inventory, in our
opinion, the company has maintained proper records of inventory and as
explained to us, the discrepancies noticed on physical verification of
inventory, as compared to book records were not material and have been
properly dealt with in the books of account.
III a. The company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Hence clause (a) to (d)
is not applicable to the company e. The company has taken unsecured
loan from two party covered in the register maintained under section
301 and, the maximum amount involved during the year was Rs.16,50,000/-
and year-end balance of loan was Rs. 49,23,707/-. f The rate of
interest and other terms and conditions of unsecured loans taken by the
company, are prima-facie not prejudicial to the interest of the
company. g. The unsecured loan taken from parties has not been
squared up during the year.
IV In our opinion and according to information & explanations given to
us, there is adequate internal control system commensurate with the
size of the company & nature of its business with regard to the
purchase of inventory & fixed assets & for the sale of goods. Further
on the basis of our examination of the books and records of the
company, carried out in accordance with the generally accepted auditing
practices in India, we have neither come across nor have been informed
of any instances of major weaknesses in the internal control system.
V a. Based on audit procedures applied by us, to the best of our
knowledge & belief and according to the information & explanations
given to us. We are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act have been entered in
the register required to be maintained under that section b. In our
opinion and according to information & explanations given to us,
transactions made in pursuance of contracts or arrangement entered in
the register maintained under section 301 of the Companies Act, 1956
have been made at prices which are reasonable having regard to
prevailing market prices at the relevant time where such market prices
are available.
VI In our opinion and according to the information & explanations given
to us, the company has not accepted deposit from public, within the
meaning of provisions of section 58A & 58AA of Companies Act, 1956 &
Rules framed there under.
VII In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
VIII We have broadly reviewed the books of accounts maintained by the
company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 209(1) (d) of the Companies
Act, 1956, and Companies (Cost accounting records Rule), 2011, and are
of theopinion that prima-facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed
examination of records with a view to determine whether they are
accurate or complete.
IX a. According to the records of the company examined by us and the
information & explanations given to us, in our opinion the company is,
generally regular in depositing with appropriate authorities undisputed
statutory dues including Provident Fund, Investors Education &
Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
service tax Excise Duty, Wealth Tax, Custom Duty, cess and other
statutory dues applicable to it. No undisputed amount payable as at
31.03.2014 for a period of more than 6 month from the date they became
payable. b. According to records of the company examined by us and the
information & explanations given to us, there are following statutory
dues which have not been deposited on account of dispute.
Nature of Nature of the dues Period to which the Amount in
Statute amount relates Rs.
CST Regular assessment 2006-07 577794
2008-09 124977
2009-10 384322
2010-11 817333
Entry Tax Regular assessment 2005-06 111968
2006-07 258747
2008-09 30272
Nature of Statute Forum where the dispute is pending
CST D. Comm. of App.
Appeal Board
Appeal Board
Add. Comm. App.
Entry Tax D. Comm. of App.
D. Comm. of App.
Appeal Board
X The Company does not have accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
year and immediately precedingfinancial year.
XI Based on our audit procedure & on the basis of information &
explanations given by the management, we are of the opinion that the
company has not defaulted in payment of dues to the financial
institution or bank during the year. The company does not have any
borrowing by way of debentures.
XII The Company has not granted any loans & advances on the basis of
security by way of pledge of shares, debentures and other securities.
XIII In our opinion and according to the information & explanations
given to us, the company is not a chit fund and nidhi / mutual benefit
fund / society Therefore, provisions of this clause is not applicable
to the company.
XIV Based on our examination of records and the information &
explanations given to us, the company has maintained proper records of
the transactions & contracts in respect of dealing & trading in shares,
securities, debentures and other investments and timely entries have
been made. All the investments have been held by the company in its own
name.
XV According to the information & explanations given to us, the company
has not given any guarantee for loans taken by others from the banks
and financial institutions during the year.
XVI According to the records of the company, examined by us and the
information & explanations given to us, the company has raised new term
loan during the year. The term loan taken have been applied for the
purposes for which they were raised.
XVII According to the information & explanations given to us and on the
basis of an overall examination of balance sheet of the company, in our
opinion no funds raised by company on short term basis, have been used
for long term investments.
XVIII During the year company has not made any preferential allotment
to parties and companies covered under register maintained under
section 301 of the Companies Act, 1956.
XIX As explained to us, during the period covered by our audit, the
company has not issued any debentures.
XX The company has not raised any money through public issue during the
year.
XXI According to the information & explanation given to us, no fraud on
or by the company has been noticed or reported during the course of our
audit.
Place : Indore For ABN & Co.
Date : 30 May, 2014 Chartered Accountants
FRN : 004447C
B.M. Bhandari
Partner
M No. : 071232
Mar 31, 2013
We have audited the accompanying financial statements of D & H India
Ltd. ("the Company"), which comprise the Balance Sheet as at March 31,
2013, and the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
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.
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.
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.
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 is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
f. Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in paragraph 1 of our report of even date on the accounts
for the year ended 31st March 2013 of D & H India Limited
I a. The proper records showing full particulars including
quantitative details and situation of the fixed assets are being
maintained by the company.
b. All the fixed assets have been physically verified by the
management during the year, which in our opinion is reasonable having
regard to the size of the company and the nature of its assets. As per
information and explanations given to us, no material discrepancies
were noticed.
c. In our opinion and according to the information and explanations
given to us, any substantial part of fixed assets has not been disposed
off by the company during the year and the going concern status of the
company is not affected.
II a. The inventory of the company has been physically verified by the
management during the year. 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 inventory
followed by the management are reasonable & adequate, in relation to
the size of the company & nature of its business.
c. On the basis of our examination of records of inventory, in our
opinion, the company has maintained proper records of inventory and as
explained to us, the discrepancies noticed on physical verification of
inventory, as compared to book records were not material and have been
properly dealt with in the books of account.
III a. The company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Hence clause (a) to (d)
is not applicable to the company.
b. The company has taken unsecured loan from one party covered in the
register maintained under section 301 and, the maximum amount involved
during the year was Rs. 95,62,328/- and year-end balance of loan was
Rs. 27,85,096/-.
c. The rate of interest and other terms and conditions of unsecured
loans taken by the company, are prima-facie not prejudicial to the
interest of the company.
d. The unsecured loan taken from parties has not been squared up
during the year.
IV In our opinion and according to information & explanations given to
us, there is adequate internal control system commensurate with the
size of the company & nature of its business with regard to the
purchase of inventory & fixed assets & for the sale of goods. Further
on the basis of our examination of the books and records of the
company, carried out in accordance with the generally accepted auditing
practices in India, we have neither come across nor have been informed
of any instances of major weaknesses in the internal control system.
V a. Based on audit procedures applied by us, to the best of our
knowledge & belief and according to the information & explanations
given to us. We are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act have been entered in
the register required to be maintained under that section. b. In our
opinion and according to information & explanations given to us,
transactions made in pursuance of contracts or
arrangement entered in the register maintained under section 301 of the
Companies Act, 1956 have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time where
such market prices are available.
VI In our opinion and according to the information & explanations given
to us, the company has not accepted deposit from public, within the
meaning of provisions of section 58A & 58AA of Companies Act, 1956 &
Rules framed there under.
VII In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
VIII We have broadly reviewed the books of accounts maintained by the
company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 209(1) (d) of the Companies
Act, 1956, and Companies (Cost accounting records Rule), 2011, and are
of the opinion that prima-facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed
examination of records with a view to determine whether they are
accurate or complete.
IX a. According to the records of the company examined by us and the
information & explanations given to us, in our opinion the company is,
generally regular in depositing with appropriate authorities undisputed
statutory dues including Provident Fund, Investors Education &
Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
service tax Excise Duty, Wealth Tax, Custom Duty, cess and other
statutory dues applicable to it.
X The Company does not have accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
year and immediately preceding financial year.
XI Based on our audit procedure & on the basis of information &
explanations given by the management, we are of the opinion that the
company has not defaulted in payment of dues to the financial
institution or bank during the year. The company does not have any
borrowing by way of debentures.
XII The Company has not granted any loans & advances on the basis of
security by way of pledge of shares, debentures and other securities.
XIII In our opinion and according to the information & explanations
given to us, the company is not a chit fund and nidhi / mutual benefit
fund / society. Therefore, provisions of this clause is not applicable
to the company.
XIV Based on our examination of records and the information &
explanations given to us, the company has maintained proper records of
the transactions & contracts in respect of dealing & trading in shares,
securities, debentures and other investments and timely entries have
been made. All the investments have been held by the company in its own
name.
XV According to the information & explanations given to us, the company
has not given any guarantee for loans taken by others from the banks
and financial institutions during the year.
XVI According to the records of the company, examined by us and the
information & explanations given to us, the company has raised new term
loan during the year. The term loan taken have been applied for the
purposes for which they were raised.
XVII According to the information & explanations given to us and on the
basis of an overall examination of balance sheet of the company, in our
opinion no funds raised by company on short term basis, have been used
for long term investments.
XVIII During the year company has not made any preferential allotment
to parties and companies covered under register maintained under
section 301 of the Companies Act, 1956.
XIX As explained to us, during the period covered by our audit, the
company has not issued any debentures.
XX The company has not raised any money through public issue during the
year.
XXI According to the information & explanation given to us, no fraud on
or by the company has been noticed or reported during the course of our
audit.
For ABN & Co.
Chartered Accountants
FRN : 004447C
B.M. BHANDARI
Partner
Place: Indore (M.No.071232)
Date : 27th May 2013
Mar 31, 2012
We have audited the attached Balance Sheet of D & H INDIA LIMITED as at
31st March 2012 and also the Profit and Loss Account and the Cash Flow
Statement for the year ended on that date annexed there to. 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.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
1. As required by the Companies (Auditors' Report) Order, 2003 as
amended by the Companies (Auditor's Report) Amendment Order, 2004
issued by the Central Government of India in terms of section 227 (4A)
of the Companies Act, 1956, we give in the annexure, a statement on the
matters specified in the paragraph 4 & 5 of the said order.
2. Further to our comments in the Annexure referred to in paragraph 1
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 the
books.
(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement have been prepared in compliance with the Accounting
standards referred to in sub-section 3C of section 211 of the Companies
Act, 1956, to the extent applicable and mandatory in nature.
(e) In our opinion and on the basis of information obtained and taken
on record by the Board of Directors, we report that none of the
directors of the company is disqualified as on 31.03.2012 from being
appointed as the director of the company in terms of clause (g) of
subsection (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 give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2012.
(ii) In the case of the Profit and Loss Account, of the PROFIT for the
year ended on that date.
(iii) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 1 of our report of even date on the accounts
for the year ended 31st March 2012 of D & H India Limited
I a. The proper records showing full particulars including quantitative
details and situation of the fixed assets are being
maintained by the company.
b. All the fixed assets have been physically verified by the
management during the year, which in our opinion is reasonable having
regard to the size of the company and the nature of its assets. As per
information and explanations given to us, no material discrepancies
were noticed.
c. In our opinion and according to the information and explanations
given to us, any substantial part of fixed assets has not been disposed
off by the company during the year and the going concern status of the
company is not affected.
II a. The inventory of the company has been physically verified by the
management during the year. 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 inventory
followed by the management are reasonable & adequate, in relation to
the size of the company & nature of its business.
c. On the basis of our examination of records of inventory, in our
opinion, the company has maintained proper record of inventory and as
explained to us, the discrepancies noticed on physical verification of
inventory, as compared to book records were not material and have been
properly dealt with in the books of account.
III a. The company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Hence clause (a) to (d)
is not applicable to the company.
e. The company has taken unsecured loan from two parties covered in
the register maintained under section 301 and , the maximum amount
involved during the year was Rs.79,84,796/- and year-end balance of
loan was Rs. 62,327/-.
f. The rate of interest and other terms and conditions of unsecured
loans taken by the company, are prima-facie not prejudicial to the
interest of the company.
g. The unsecured loan taken from parties. has been squared up during
the year except interest portion.
IV In our opinion and according to information & explanations given to
us, there is adequate internal control system commensurate with the
size of the company & nature of its business with regard to the
purchase of inventory & fixed assets & for the sale of goods. Further
on the basis of our examination of the books and records of the
company, carried out in accordance with the generally accepted auditing
practices in India, we have neither come across nor have been informed
of any instances of major weaknesses in the internal control system.
V a. Based on audit procedures applied by us, to the best of our
knowledge & belief and according to the information & explanations
given to us. We are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act have been entered in
the register required to be maintained under that section.
b. In our opinion and according to information & explanations given to
us, transactions made in pursuance of contracts or arrangement entered
in the register maintained under section 301 of the Companies Act, 1956
have been made at prices which are reasonable having regard to
prevailing market prices at the relevant time where such market prices
are available.
VI In our opinion and according to the information & explanations given
to us, the company has not accepted deposit from public, within the
meaning of provisions of section 58A & 58AA of Companies Act, 1956 &
Rules framed there under.
VII In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
VIII As informed to us and in our opinion the maintenance of cost
records has not been prescribed by the Central Government U/s 209(1)(d)
of the Companies Act, 1956 for any product of the company.
IX a According to the records of the company examined by us and the
information & explanations given to us, in our opinion the company is,
generally regular in depositing with appropriate authorities undisputed
statutory dues including Provident Fund, Investors Education &
Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
service tax Excise Duty, Wealth Tax, Custom Duty, cess and other
statutory dues applicable to it. No undisputed amount payable as at
31.03.2012 for a period of more than 6 month from the date they became
payable.
b. According to records of the company examined by us and the
information & explanations given to us, there are following statutory
dues which have not been deposited on account of dispute.
Q Nature of Period to
which the Amount Forum where the
Nature of Statute the dues amount relates in Rs. dispute is
pending
CST Regular
assessment 2006-07 577794 D Comm. of
Appeal Indore
2008-09 252851
Entry Tax Regular
assessment 2004-05 111551 DC. Comm. App.
2005-06 111968 DC. Comm. App.
2006-07 258747 DC. Comm. App.
2008-09 38272 Add Comm. App.
Entry Tax
Penalty Regular
assessment 2004-05 844260 Asst Comm. App.
2005-06 2515867 Asst Comm. App.
2006-07 1404000 DC. Comm. App.
CST Penalty Regular
assessment 2005-06 229245 A C Appeal
Revision
2006-07 1452282
X The Company does not have accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
year and immediately preceding financial year.
XI Based on our audit procedure & on the basis of information &
explanations given by the management, we are of the opinion that the
company has not defaulted in payment of dues to the financial
institution or bank during the year. The company does not have any
borrowing by way of debentures.
XII The company has not granted any loans & advances on the basis of
security by way of pledge of shares, debentures and other securities.
XIII In our opinion and according to the information & explanations
given to us, the company is not a chit fund and nidhi I mutual benefit
fund / society. Therefore, provisions of this clause is not applicable
to the company.
XIV Based on our examination of records and the information &
explanations given to us, the company has maintained proper records of
the transactions & contracts in respect of dealing & trading in shares,
securities, debentures and other investments and timely entries have
been made. All the investments have been held by the company in its own
name.
XV According to the information & explanations given to us, the company
has not given any guarantee for loans taken by others from the banks
and financial institutions during the year.
XVI According to the records of the company, examined by us and the
information & explanations given to us, the company has raised new term
loans during the year. The term loan outstanding at the beginning of
the year and those raised during the year have been applied for he
purposes for which they were raised.
XVII According to the information & explanations given to us and on the
basis of an overall examination of balance sheet of the company, in our
opinion no funds raised by company on short term basis that have been
used for long term investments.
XVIII During the year company has converted 4,60,000 convertible
warrants into equal number of fully paid equity shares of Rs.10/- each
at a premium of Rs.12/- per share on preferential basis to parties and
companies covered in the register maintained under Section 301 of the
Companies Act, 1956.
XIX As explained to us, during the period covered by our audit, the
company has not issued any debentures.
XX The company has not raised any money through public issue during the
year.
XXI According to the information & explanation given to us, no fraud on
or by the company has been noticed or reported during the course of our
audit.
For and on behalf of ABN & Co.
Chartered Accountants
B.M. BHANDARI
Place: Indore Partner
Date : 11th August,2012 (Mem.No.071232)
Mar 31, 2010
We have audited the attached Balance Sheet of D & H WELDING ELECTRODES
(INDIA) LTD. as at 31st March 2010 and also the Profit and Loss
Account and the Cash Flow Statement for the year ended on that date
annexed there to. 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.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
1. As required by the Companies (Auditors Report) Order, 2003 as
amended by the Companies (Auditors Report) Amendment Order, 2004
issued by the Central Government of India in terms of section 227 (4A)
of the Companies Act, 1956, we give in the annexure, a statement on the
matters specified in the paragraph 4 & 5 of the said order.
2. Further to our comments in the Annexure referred to in paragraph 1
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 the
books.
(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement have been prepared in compliance with the Accounting
standards referred to in sub-section 3C of section 211 of the Companies
Act, 1956, to the extent applicable and mandatory in nature.
(e) In our opinion and on the basis of information obtained and taken
on record by the Board of Directors, we report that none of the
directors of the company is disqualified as on 31.03.2010 from being
appointed as the director of the company in terms of clause (g) of
subsection (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 give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2010.
(ii) In the case of the Profit and Loss Account, of the PROFIT for the
year ended on that date.
(iii) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 1 of our report of even date on the accounts
for the year ended 31st March 2010 of D & H Welding Electrodes (India)
Ltd.)
I a. The proper records showing full particulars including quantitative
details and situation of the fixed assets are being maintained by the
company.
b. All the fixed assets have been physically verified by the
management during the year, which in our opinion is reasonable having
regard to the size of the company and the nature of its assets. As per
information and explanations given to us, no material discrepancies
were noticed.
c. In our opinion and according to the information and explanations
given to us, any substantial part of fixed assets has not been disposed
off by the company during the year and the going concern status of the
company is not affected.
II a. The inventory of the company has been physically verified by the
management during the year. 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 inventory
followed by the management are reasonable & adequate, in relation to
the size of the company & nature of its business.
c. On the basis of our examination of records of inventory, in our
opinion, the company has maintained proper record of inventory and as
explained to us, the discrepancies noticed on physical verification of
inventory, as compared to book records were not material and have been
properly dealt with in the books of account.
III a. The company has not granted any loan secured or unsecured to
companies, firms or other parties
covered in the register maintained under section 301 of the Companies
Act, 1956. Hence clause (a) to (d) is not applicable to the company.
b. The company has taken unsecured loan from one director, the maximum
amount involved during the year was Rs.10,00,000/- and year-end balance
of loan was Nil.
c. The rate of interest and other terms and conditions of unsecured
loans taken by the company, are prima-facie not prejudicial to the
interest of the company.
d. The unsecured loan taken from director has been squared up during
the year, hence no comments on regularity of payment of interest and
principal of the loan.
IV In our opinion and according to information & explanations given to
us, there is adequate internal control system commensurate with the
size of the company & nature of its business with regard to the
purchase of inventory & fixed assets & for the sale of goods. Further
on the basis of our examination of the books and records of the
company, carried out in accordance with the generally accepted auditing
practices in India, we have neither come across nor have been informed
of any instances of major weaknesses in the internal control system.
V a. Based on audit procedures applied by us, to the best of our
knowledge & belief and according to
the information & explanations given to us. We are of the opinion that
the particulars of contracts
or arrangements referred to in section 301 of the Act have been entered
in the register required to be maintained under that section.
b. In our opinion and according to information & explanations given to
us, transactions made in pursuance of contracts or arrangement entered
in the register maintained under section 301 of the Companies Act, 1956
have been made at prices which are reasonable having regard to
prevailing market prices at the relevant time where such market prices
are available.
VI In our opinion and according to the information & explanations given
to us, the company has not accepted deposit from public, within the
meaning of provisions of section 58A & 58AA of Companies Act, 1956 &
Rules framed there under.
VII In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
VIII As informed to us and in our opinion the maintenance of cost
records has not been prescribed by the Central Government U/s 209(1)(d)
of the Companies Act, 1956 for any product of the company.
IX a. According to the records of the company examined by us and the
information & explanations given to us, in our opinion the company is,
generally regular in depositing with appropriate authorities undisputed
statutory dues including Provident Fund, Investors Education &
Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
service tax Excise Duty, Wealth Tax, Custom Duty, cess and other
statutory dues applicable to it. No undisputed amount payable as at
31.03.2010 for a period of more than 6 month from the date they became
payable.
b. According to records of the company examined by us and the
information & explanations given to us, there are no statutory dues
which have not been deposited on account of any dispute.
X The Company does not have accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
year and immediately preceding financial year.
XI Based on our audit procedure & on the basis of information &
explanations given by the management, we are of the opinion that the
company has not defaulted in payment of dues to the financial
institution or bank during the year. The company does not have any
borrowing by way of debentures.
XII The Company has not granted any loans & advances on the basis of
security by way of pledge of shares, debentures and other securities.
XIII In our opinion and according to the information & explanations
given to us, the company is not a chit fund and nidhi / mutual benefit
fund / society. Therefore, provisions of this clause are not applicable
to the company.
XIV Based on our examination of records and the information &
explanations given to us, the company has maintained proper records of
the transactions & contracts in respect of dealing & trading in shares,
securities, debentures and other investments and timely entries have
been made. All the investments have been held by the company in its
own name.
XV According to the information & explanations given to us, the company
has not given any guarantee for loans taken by others from the banks
and financial institutions during the year.
XVI According to the records of the company, examined by us and the
information & explanations given to us, no term loans taken by the
company during the year.
XVII According to the information & explanations given to us and on the
basis of an overall examination of balance sheet of the company, in our
opinion no funds raised by company on short term basis, have been used
for long term investments.
XVIII During the year company has converted 5,00,000 convertible
warrants into equal number of fully paid equity shares of Rs.10/- each
at a premium of Rs.12/- per share on preferential basis to parties and
companies covered in the register maintained under Section 301 of the
Companies Act, 1956.
XIX As explained to us, during the period covered by our audit, the
company has not issued any debentures.
XX The company has not raised any money through public issue during the
year.
XXI According to the information & explanation given to us, no fraud on
or by the company has been
noticed or reported during the course of our audit.
For and on behalf of ABN & Co.
Chartered Accountants
Place: Indore C.A B.M Bhandari
Date: 17th August, 2010 Partner
(Mem. No. 071232)