Mar 31, 2015
We have audited the accompanying Financial Statements of Dalmia
Refractories Limited ("the Company") which comprise the Balance Sheet
as at 31stMarch, 2015, and the Statement of Profit and Loss, 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
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud 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 controls, that
were operating effectively for ensuring the accuracy and completeness
of the accounting records relevant to the preparation and presentation
of 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 the 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 financial statement that gives 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 the financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its loss and its cashflows for the year ended
on that date.
Report On Other Legal and Regulatory Requirements
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 paragraph 3 and 4 of the Order;
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 accounts as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account;
(d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of written representations received from the
directors as on 31st March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March 2015
from being appointed as a director in terms of Section 164(2) of the
Act.
(f) With respect to the other matters to be included, in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our
information and accordingly 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 1.2 to the
financial statements;
ii) The company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Re: Dalmia Refractories Limited (Formerly known as Shri Nataraj
Ceramic and Chemical Industries Limited)
Annexure 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.
(i) (a) The Company has maintained reasonable records showing full
particulars including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the management during the year and no material
discrepancies were noticed on such verification.
(ii) (a) The Management has conducted physical verification of
inventory at reasonable intervals during the year, except stocks in
transit which have been verified with reference to confirmations
and/or subsequent receipt of material. In our opinion, the frequency
of such 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) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventories.
As explained to us, the discrepancies noticed on verification between
the physical stocks and the book records were not material and have
been properly dealt with in the books of account.
(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 189 of the Act. Accordingly clauses 3 (iii) (a) & (b) of
the Order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us during the course of audit, there are reasonable internal
control systems commensurate with size of the Company and the nature
of its business with regard to purchase of inventory and fixed assets
and with regard to 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 instance of a continuing failure to correct major weaknesses in
the aforesaid internal control systems.
(v) The Company has not accepted any deposits in terms of Sections 73
to 76 of the Act and/or directives issued by the Reserve Bank of India
or any other relevant provisions of the Act and the Rules framed
thereunder.
(vi) We have broadly reviewed the cost records maintained by the
company pursuant to 'The Companies (Cost Records and Audit) Rules,
2014' as notified by notification no. G.S.R. 425(E) dated 30th June,
2014 of Ministry of Corporate Affairs, Government of India under
section 148 of the Companies Act, 2013. We are of the opinion that
prima facie the prescribed records have been made and maintained by
the company. We are, however, not required to make a detailed
examination of such records.
(vii) (a) According to the information and explanations given to us
and the records of the Company, examined by us, in our opinion, the
Company is generally regular in depositing undisputed statutory dues
in respect of provident fund, employees' state insurance, income tax,
sales tax, wealth tax, service tax, custom duty, excise duty, Cess and
other material statutory dues, as applicable, with the appropriate
authorities. Further, there were no undisputed amount outstanding at
the year-end for a period of more than six months from the date they
became payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income tax,
value added tax, sales tax, custom duty, wealth tax, service tax,
excise duty and cess which have not been deposited on account of any
dispute, except the following in respect of disputed Excise duty and
Service tax:
(c) The Company does not have any amount which is required to be
transferred to Investor Education and Protection Fund in accordance
with relevant provisions of Companies Act, 1956 and rules made
thereunder.
(viii) The Company does not have any accumulated losses as at the
close of the financial year. The Company has incurred cash losses
during the financial year 2014-15, covered by our audit, while there
were no such cash losses in the immediately preceding financial year.
(ix) According to the records of the Company examined by us and the
information and explanations given to us, in our opinion, the Company
has not defaulted in repayment of dues to any financial institutions,
banks or debenture holders.
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xi) As per the information and explanations given to us and on the
basis of our examination of the records, in our opinion, the term
loans taken by the Company have been applied for the purpose for which
the said loans were obtained, whenever such end use has been
stipulated by the lender(s).
(xii) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the Company, noticed and reported during the year,
nor have we been informed of such case by the management.
For S.S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No.000756N
KAMAL KISHORE
Place: New Delhi PARTNER
Date: May 21,2015 Membership No.078017
Mar 31, 2014
We have audited the accompanying Financial Statements of Dalmia
Refractories Limited ("the Company") which comprises the Balance Sheet
as at 31st March, 2014, and the Statement of Profit and Loss and the
Cash Flow Statement for theyearthen ended, and Notes to the Financial
Statements comprising ofasummary of significant accounting policies and
other explanatory information.
Management''s Responsibilityforthe 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 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
controls relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatements, 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 the material misstatement of the financial statements,
whether due to error of fraud. In making those risk assessments, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in
orderto design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on the
effectiveness of the entity''s Internal Control. An audit also includes
evaluating the appropriateness of accounting policies used and
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 said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fairview in conformity with the accounting principles
generally accepted inlndia:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31* March, 2014;
ii) In the case of Statement of Profit and Loss, of the profit of the
Company for theyear ended on that date; and
iii) In the case of the Cash Flow Statement, of the cash flows for
theyear 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 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
ouraudit;
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 agreementwiththe books of
account;
d. In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956 read with
the General Circular 15/2013 dated 13 September 2013 of the Ministry of
corporate Affairs in respect of Section 133 of the Companies Act, 2013;
and
e. On the basis of written representations received from the directors
as on 31 March 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2014, from being
appointed as a director in termsof clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956;
Re: Dalmia Refractories Limited (Formerly known as Shri Nataraj Ceramic
and Chemical Industries Limited) Annexure 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.
(i) (a) The Company has maintained reasonable records showing full
particulars including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management
according to a phased programme designed to coverall the items over a
period of threeyears, which in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. Pursuant to
the programme, a portion of the fixed assets has been physically
verified bythemanagementduringtheyearand no material discrepancies were
noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off bytheCompany during theyear.
(ii) (a) The inventory has been physically verified during the year by
the management at all its locations. In our opinion, the frequency
ofsuchverification 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 Companyand the nature ofits business.
(c) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventories.
As explained to us, the discrepancies noticed on verification between
the physical stocks and the 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. Accordingly clauses4
(iii) (b) to (d) of the order are not applicable. (b) The Company has
not taken any loan, secured or unsecured, from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Accordingly clauses 4 (iii) (f) and (g) of the
orderarenotapplicable.
(iv) In our opinion, and according to the information and explanations
given to us during the course of audit, there are reasonable internal
control systems commensurate with size of the Company and the nature of
its business with regard to purchase of inventory, 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 and
according to the information and explanations given to us, we have
neither come across nor have been informed of any instance of a
continuing failure to correct major weaknesses in the aforesaid
internal control systems.
(v) (a) According to the information and explanations given to us, we
are of the opinion that all the particulars 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 such contracts or
arrangements entered into the register in pursuance to section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect
of any party during the year, have been made at prices which are prima
facie reasonable having regard to the prevailing market prices
available at the relevant time except in case of certain transactions
of purchase and sale of goods being materials of special nature for
which alternate quotations are not always available.
(vi) The Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA or any other relevant provisions
of the Companies Act, 1956 and the rules framed thereunder.
(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 account relating to
materials, labour and other items of cost maintained by the Company
pursuant to the rules made by the Central Government of India for the
maintenance of cost records under section 209(l)(d) of the Companies
Act, 1956 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 the records with a view to
determine whether they are accurate and complete.
(ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of provident fund, investor education and protection fund, employees''
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues as
applicable with the appropriate authorities. Further, there were no
undisputed amounts outstanding at the year-end for a period of more
than six months from the date they became payable as at 31st March,
2014. (b) According to the information and explanations given to us
and the records of the Company examined by us, the particulars of dues
of income tax, sales tax, custom duty, wealth tax, excise duty, service
tax and cess, which have not been deposited on account of anV dispute,
are as follows:-
S. Name of the
Statute Nature of Dues Amount Period to
which Forum where
the
No. (Rs.Lacs) the amount
relates dispute is
pending
1. Gujarat Value
Added Value Added 35.07 2001-2002 Tribunal,
Tax Act,2003 Tax Ahmedabad
2. Central
Excise & Excise Duty 2.85 May''2008 to Commissioner
Salt Act,1944 August''2010 (Appeals),
Trichy
3. Central
Excise & Excise Duty 1.15 September''
2010 CESTAT,
Chennai
Salt Act.
1944 to June''2011
(x) The Company does not have any accumulated losses as at the close of
the financial year. The Company has not incurred any cash losses
during the financial year covered by our audit and the immediately
preceding financial year.
(xi) According to the information and explanations given to us and as
per the books and records examined by us, the Company has not defaulted
in repayment of dues to any financial institution or debenture holders.
(xii) According to the information and explanations given to us, the
Company has not granted any loans and advances on the basisof security
byway of pledgeof shares, debentures and othersecurities.
(xiii) The Company does not fall within the category of Chit fund /
Nidhi / Mutual Benefit fund / Society and hence the related reporting
requirements of the Order are not applicable.
(xiv) The Company has maintained proper records of transactions and
contracts for purchase and sale of units/securities during
theyearunderreviewand timelyentrieswere madetherein.
Allshares.securitiesand otherinvestments have been held
bytheCompanyinitsown name.
(xv) As per the information and explanations given to us and on the
basis of our examination of the records, the Company has not given any
guarantee for loans taken by others from banks or financial
institutions.
(xvi) As per the information and explanations given to us and on the
basis of our examination of the records, in our opinion, the term loans
taken by the Company have been applied for the purpose for which they
were obtained.
(xvii) According to the information and explanations given to us and on
the basis of an overall examination of the balance sheet of the
Company, in our opinion, generally, there are no funds raised by the
Company on short term basis, which have been used for long term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained
undersection 301 of the Companies Act, 1956, during the year.
(xix) According to information and explanations given to us, the
Company has created necessary security for debentures issued in
earlieryears.
(xx) The Company has not raised any money by public issue during
theyear.
(xxi) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the Company noticed or reported during theyear, nor
have we been informed of such case by the management.
For S.S.KOTHARIMEHTA & CO.
Chartered Accountants
Firm Registration No.000756N
Place : New Delhi KAMAL KISHORE
PARTNER
New Delhi, May 29, 2014 Membership No.078017
Mar 31, 2013
Report On the Financial Statements
We have audited the accompanying Financial Statements of Shri Nataraj
Ceramic and Chemical Industries Limited ("the Company") which comprises
the Balance Sheet as at 31st March, 2013, and the Statement of Profit
and Loss and the Cash Flow Statement for the year ended, and Notes to
the Financial Statements comprising of 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. This responsibility includes the design,
implementation, and maintenance of internal controls relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatements, 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 the material misstatement of the financial statements,
whether due to error of fraud. 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 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 said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) In the case of Balance Sheet, of the state of affairs of the Company
as at 31" March, 2013
ii) In the case of Statement of Profit and Loss, of the profit for the
Company for the year ended on that date; and
iii) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
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 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
sub-section (3C) of section 211 of the Companies Act, 1956;
e. On the basis of written representations received from the directors
as on 31 March 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956;
Re: Shri Nataraj Ceramic and Chemical Industries Limited
Annexure 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.
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the management during the year and no material
discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
(li) (a) The inventory has been physically verified during the year by
the management at all its locations. In our opinion, the frequency of
such 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) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventories.
As explained to us, the discrepancies noticed on verification between
the physical stocks and the 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. Accordingly clauses 4
(iii) (b) to (d) of the order are not applicable.
(b) The Company has not taken any loan, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly clauses 4
(iii) (f) and (g) of the order are not applicable.
(iv) In our opinion, and according to the information and explanations
given to us during the course of audit, there are reasonable internal
control systems commensurate with size of the Company and the nature of
its business with regard to purchase of inventory, 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 and
according to the information and explanations given to us, we have
neither come across nor have we been informed of any instance of a
continuing failure to correct major weaknesses in the aforesaid
internal control systems.
(v) (a) According to the information and explanations given to us, we
are of the opinion that all the particulars 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 such contracts or
arrangements entered into the register in pursuance to section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect
of any party during the year, have been made at prices which are prima
facie reasonable having regard to prevailing market prices available at
the relevant time except in case of certain transactions of purchase
and sale of goods being materials of special nature for which alternate
quotations are not always available. (vi) The Company has not accepted
any deposits from the public within the meaning of sections 58A and
58AA or any other relevant provisions of the Companies Act, 1956 and
the rules framed thereunder.
(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 account relating to
materials, labour and other items of cost maintained by the Company
pursuant to the rules made by the Central Government of India for the
maintenance of cost records under section 209(1 )(d) of the Companies
Act, 1956 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 the records with a view to
determine whether they are accurate and complete.
(ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of provident fund, investor education and protection fund, employees''
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues as
applicable with the appropriate authorities. Further, there were no
undisputed amounts outstanding at the year-end for a period of more
than six months from the date they became payable.
(x) The Company does not have any accumulated losses as at the close of
the financial year. The Company has not incurred any cash losses during
the financial year covered by our audit and the immediately preceding
financial year.
(xi) According to the information and explanations given to us and as
per the books and records examined by us, the Company has not defaulted
in repayment of dues to any financial institution or debenture holders.
(xii) According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
(xiii) The Company does not fall within the category of Chit fund /
Nidhi / Mutual Benefit fund / Society and hence the related reporting
requirements of the Order are not applicable.
(xiv) The Company has maintained proper records of transactions and
contracts for purchase and sale of units / securities during the year
under review and timely entries were made therein. All shares,
securities and other investments have been held by the Company in its
own name.
(xv) As per the information and explanations given to us and on the
basis of our examination of the records, the , . Company has not given
any guarantee for loans taken by others from banks or financial
institutions.
(xvi) As per the information and explanations given to us and on the
basis of our examination of the records, in our opinion, the term loans
taken by the Company have been applied for the purpose for which they
were obtained.
(xvii) According to the information and explanations given to us and on
the basis of an overall examination of the balance sheet of the
Company, in our opinion, generally, there are no funds raised by the
Company on short term basis, which have been used for long term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
section 301 of the Companies Act, 1956 during the year.
(xix) According to information and explanations given to us, the
Company has created necessary security for debentures issued in earlier
years.
(xx) The Company has not raised any money by public issue during the
year.
(xxi) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the Company noticed or reported during the year, nor
have we been informed of such case by the management.
For S.S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No.000756N
KAMALKISHORE
Place : New Delhi PARTNER
Dated: 27.05.2013 Membership No.078017
Mar 31, 2012
We have audited the attached Balance Sheet of SHRI NATARAJ CERAMIC AND
CHEMICAL INDUSTRIES LIMITED, as at 31sl March 2012, and also the
Statement of Profit and Loss and the Cash Flow Statement of the Company
for the year ended on that date, annexed thereto. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
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 management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
As required by the Companies (Auditors' Report) Order, 2003 as
amended by the Companies (Auditors' Report) (Amendment) Order, 2004
(Collectively the Order) issued by the Central Government of India in
terms of Section 227 (4A) of the Companies Act, 1956 and on the basis
of such checks as we considered appropriate and according to the
information and explanations given to us, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
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 & 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 & Loss and
Cash Flow Statement dealt with by this report comply with the
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 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
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 with the
Accounting policies and 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 Balance Sheet, of the state of affairs of the Company
as at 31st March, 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 Cash Flow Statement, of the cash flows for the year
ended on that date.
1. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) Verification of the fixed assets listening conducted based on a
programme by the management designed to coverall assets over a period
of three years, which, in our opinion, is reasonable having regard to
the size of the company and nature of its business. Discrepancies
noticed on such verification as compared to book records were not
material and have been properly adjusted in the books of account.
(c) No substantial part of the fixed assets was disposed off during the
year.
2. (a) The inventory has been physically verified during the year by
the management at all its locations. In our opinion, the frequency of
such verification is reasonable.
(b) The procedures for the physical verification of inventory followed
by the management are, in our opinion, reasonable and adequate in
relation to the size of the Company and nature of its business.
(c) On the basis of our examination of the records of inventory, in our
opinion, the Company has maintained proper records of inventory. 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.
3. (a) The company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly clauses 4
(iii) (b) to (d) of the Order are not applicable.
(b) The company has not taken any loan, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly clauses 4
(iii) (f) and (g) of the Order are not applicable.
4. In our opinion, and according to the information and explanations
given to us during the course of audit, there are adequate internal
control systems commensurate with size of the company and the nature of
its business with regard to purchase of inventory and fixed assets and
for the sale of goods and services. Further, on the basis of our
examination of the books & records of the company, carried out in
accordance with the generally accepted auditing practices in India, we
have neither come across nor have we been informed of any instance of
major weaknesses in the aforesaid internal control systems.
5. (a) Based upon the audit procedures applied by us and according to
the information and explanations given to us, we are of the opinion
that the particulars of contracts and 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 the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the ' Act and aggregating during the year to Rupees five lakhs or
more in respect of each party have been made at prices which are
reasonable having regard to market prices for such transactions,
prevailing at the relevant time, where such market prices are
available.
6. The Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA or any other relevant provisions
of the Companies Act, 1956 including the Companies (Acceptance of
Deposit) Rules, 1975.
7. In our opinion, the Company has an internal audit system
commensurate with its size & nature of its business.
8. We have broadly reviewed the cost records maintained by the company
pursuant to 'The companies (Cost Accounting Records) Rules, 2011'
as notified by notification no.GSR 429(E) dated 3-June 2011 of Ministry
of Corporate Affairs, Government of India under section 209(1 )(d) of
companies Act, 1956. We are of the opinion that prima facie the
prescribed records have been made and maintained by the Company. We
are, however, not required to make a detailed examination of such
records.
9. (a) According to the examination of 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 other
material statutory dues, as applicable, have been generally regularly
deposited with the appropriate authorities during the year. There are
no such dues outstanding for more than six months from the date they
became payable as on the date of balance sheet.
(b) According to the information and explanations given to us, and as
per the books and records examined by us, there are no dues of income
tax, customs duty, excise duty, service tax, wealth tax, and cess that
have not been deposited on account of any dispute except the following
dues of sales tax along with the forum , where the dispute is pending:
Name of
Statute Nature of Dues Year to
which Forum Amount
amount
pertains (Rs.ln lacs)
Gujarat
Value Added Sales Tax 2001-02 Tribunal, 35.07
Tax Act,
2003 Ahmedabad
10. There are no accumulated losses of the Company as at the end of
the financial year. There are no cash losses during the financial year
and in the immediately preceding financial year.
11. According to the information and explanations given to us and as
per the books and records examined by us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders.
12. According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. The Company does not fall within the category of Chit fund / Nidhi
/ Mutual Benefit fund / Society and hence the related reporting
requirements of the Order are not applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments and hence the related reporting requirements of the
Order are not applicable.
15. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions during the year.
16. According to the records of the company examined by us and the
information and explanations given to us, in our opinion, the term
loans taken by the company have been applied for the purpose for which
they were obtained.
17. According to the information and explanations given to us and on
the basis of an overall examination of the balance sheet of the
company, in our opinion, generally, there are no funds raised by the
company on short ' term basis, which have been used for long term
investment.
18. The Company has not made any preferential allotment of shares,
during the year, to companies and other parties covered in the register
maintained under section 301 of the Companies Act, 1956.
19. According to information and explanations given to us, the Company
has created necessary security for debentures issued in earlier years.
20. The company has not raised any money to public issue during the
year.
21. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
for S.S.KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No.000756N
KAMAL KISHORE
Place : New Delhi PARTNER
Date: 30.05.2012 Membership No.078017
Mar 31, 2011
We have audited the attached Balance Sheet of SHRI NATARAJ CERAMIC AND
CHEMICAL INDUSTRIES LIMITED, as at 31 st March, 2011, and also the
Profit and Loss Account and the Cash Flow Statement of the Company for
the year ended on that date, annexed thereto. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
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 management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
As required by the Companies (Auditors' Report) Order, 2003 as amended
by the Companies (Auditors' Report) (Amendment) Order, 2004
(Collectively the Order) issued by the Central Government of India in
terms of Section 227 (4A) of the Companies Act, 1956 and on the basis
of such checks as we considered appropriate and according to the
information and explanations given to us, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
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, 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 dealt with by this report comply with the 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 31 st March, 2011 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31 st March,
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 with the
Accounting policies and 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 Balance Sheet, of the state of affairs of the Company
as at 31 st March, 2011;
ii) in the case of Profit and Loss Account, of the profit for the year
ended on that date; and
iii) in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO AUDITORS' REPORT (Annexure referred to in 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) Verification of the fixed assets is being conducted based on a
programme by the management designed to cover all assets over a period
of three years, which, in our opinion, is reasonable having regard to
the size of the company and nature of its business. Discrepancies
noticed on such verification as compared to book records were not
material and have been properly adjusted in the books of account.
(c) No substantial part of the fixed assets was disposed off during the
year.
2. (a) The inventory has been physically verified during the year by
the management at all its locations. In our opinion, the frequency of
such verification is reasonable.
(b) The procedures for the physical verification of inventory followed
by the management are, in our opinion, reasonable and adequate in
relation to the size of the Company and nature of its business.
(c) On the basis of our examination of the records of inventory, in our
opinion, the Company has maintained proper records of inventory. 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.
3. (a) The company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly clauses 4
(iii) (b) to (d) of the Order are not applicable.
(b) The company has not taken any loan, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly clauses 4
(iii) (f) and (g) of the Order are not applicable.
4. In our opinion, and according to the information and explanations
given to us during the course of audit, there are adequate internal
control systems commensurate with size of the company and the nature of
its business with regard to purchase of inventory and fixed assets and
for the sale of goods and services. Further, on the basis of our
examination of the books & records of the company, carried out in
accordance with the generally accepted auditing practices in India, we
have neither come across nor have we been informed of any instance of
major weaknesses in the aforesaid internal control systems.
5. (a) Based upon the audit procedures applied by us and according to
the information and explanations given to us, we are of the opinion
that the particulars of contracts and 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 the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Act and aggregating during the year to Rupees five lakhs or more in
respect of each party have been made at prices which are reasonable
having regard to market prices for such transactions, prevailing at the
relevant time, where such market prices are available.
6. The Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA or any other relevant provisions
of the Companies Act, 1956 including the Companies (Acceptance of
Deposit) Rules, 1975.
7. In our opinion, the Company has an internal audit system
commensurate with its size & nature of its business.
8. Maintenance of cost records has not been prescribed by the Central
Government of India under section 209(1) (d) of the Companies Act, 1956
in respect of any of the products manufactured by the Company.
9. (a) According to the examination of 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 other
material statutory dues, as applicable, have been generally regularly
deposited with the appropriate authorities during the year. There are
no such dues outstanding for more than six months from the date they
became payable as on the date of balance sheet.
(b) According to the information and explanations given to us, and as
per the books and records examined by us, there are no dues of income
tax, customs duty, excise duty, service tax, wealth tax, and cess that
have not been deposited on account of any dispute except the following
dues of sales tax along with the forum where the dispute is pending:
Name of Statute Nature of Dues Year to which Forum Amount
amount pertains (Rs.in lacs)_
Gujarat Value
Added Sales Tax 2001-02 Tribunal, 35.07
Tax Act, 2003 Ahmedabad
10. There are no accumulated losses of the Company as at the end of
the financial year. There are no cash losses during the financial year
and in the immediately preceding financial year.
11. According to the information and explanations given to us and as
per the books and records examined by us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders.
12. According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. The Company does not fall within the category of Chit fund / Nidhi
/ Mutual Benefit fund / Society and hence the related reporting
requirements of the Order are not applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments and hence the related reporting requirements of the
Order are not applicable.
15. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions during the year.
16. According to the records of the company examined by us and the
information and explanations given to us, in our opinion, the term
loans taken by the company have been applied for the purpose for which
they were obtained.
17. According to the information and explanations given to us and on
the basis of an overall examination of t h e balance sheet of the
company, in our opinion, generally, there are no funds raised by the
company on short term basis, which have been used for long term
investment.
18. The Company has not made any preferential allotment of shares,
during the year, to companies and other parties covered in the register
maintained under section 301 of the Companies Act, 1956.
19. According to information and explanations given to us, the Company
has created necessary security for debentures issued in earlier years.
20. The company has raised funds during the year by way of allotment
of shares against warrants attached to non-convertible debentures
issued in earlier years. Funds have been utilized for the purpose
defined in the Letter of Offer. (Refer note no. 14 of Schedule 20).
21. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For S.S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No.000756N
Place : New Delhi ARUN K. TULSIAN
Date: 30.05.2011 PARTNER
Membership No.89907