Mar 31, 2018
Report on the Audit of the Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of De Nora India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information, (herein after referred to as âInd AS financial statementsâ).
Management''s Responsibility for the Ind AS Financial Statements
The Companyâs 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 Ind AS financial statements that give a true and fair view of the state of affairs, profit and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditor''s Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
We are also responsible to conclude on the appropriateness of Management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entityâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditorâs report. However, future events or conditions may cause an entity to cease to continue as a going concern.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31 March 2018, its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e) On the basis of the written representations received from the Directors as on 31 March 2018 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2018 from being appointed as a Director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with 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 Ind AS financial statements; - Refer Note 32 to the Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However amounts as appearing in the audited financial statements for the year ended 31 March 2017 have been disclosed.
Annexure A to the Independent Auditor''s Report - 31 March 2018 (Referred to in our report of even date)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In accordance with this programme of physical verification, the Company has physically verified certain fixed assets during the year and we are informed that no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties as disclosed in Note 3 to the Ind AS financial statements are held in the name of the Company.
(ii) The inventory, except goods in transit, have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. No discrepancies have been noticed on verification between the physical stocks and the book records.
(iii) In our opinion and according to information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.
(iv) I n our opinion and according to the information and explanations given to us, the Company has not granted any loan, made any investments, given any guarantee or provided any security under Sections 185 and 186 of the Act. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.
(v) I n our opinion and according to the information and explanations given to us, the Company has not accepted deposits covered under the directives issued by the Reserve Bank of India under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act, for any of the services provided by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.
(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 Employeesâ State Insurance, Provident fund, Income-tax, Duty of excise, Duty of customs, Goods and Service Tax, Sales tax/ Value added tax, Service tax, cess and any other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Employeesâ State Insurance, Provident fund, Income tax, Duty of excise, Duty of customs, Sales tax, Value added tax, Service tax, cess and any other material statutory dues were in arrears as at 31 March 2018 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 dues of Income tax, Duty of customs, Sales tax/ Value added tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute.
According to the information and explanations given to us, the following dues of Duty of excise have not been deposited as on 31 March 2018 by the Company on account of disputes.
Name of |
Nature of the |
Amount |
Period to |
Forum |
the Statute |
Dues |
Rs. |
which the amount relates |
where dispute is pending |
Central |
Excise duty on |
11,32,341 |
2003-2007 |
Appellate |
Excise Act, |
assessable value |
Tribunal |
||
1944 |
consequent to the benefit availed under the Goa Value Added Tax Deferment-cum-net present value compulsory payment scheme, 2005 |
Customs, Excise and Service Tax |
(viii) The Company does not have any loans or borrowings from any financial institution, bank or Government, nor has it issued any debentures as at the balance sheet date. Accordingly, paragraph 3(viii) of the Order is not applicable to the Company.
(ix) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the Management.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) I n our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company as specified in Nidhi Rules, 2014. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) I n our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable. The details of such related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act, read with relevant rules issued thereunder.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any noncash transactions with Directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
Annexure B to the Independent Auditor''s Report -31 March 2018 (Referred to in our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls with reference to financial statements of De Nora India Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Companyâs Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls with reference to financial statements (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls with reference to financial statements (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143 (10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system with reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
A Companyâs internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to financial statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March 2018, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.
For B S R & Associates LLP
Chartered Accountants
Firm''s Registration No. 116231W/W-100024
Shabbir Readymadewala
Place: Mumbai Partner
Date: 08 May 2018 Membership No. 100060
Mar 31, 2016
To the Members of
De Nora India Limited
Report on the Financial Statements
We have audited the accompanying financial statements of De Nora India Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the period beginning from 1 January 2015 and ended on 31 March 2016 (âthe periodâ), and a summary of the significant accounting policies and other explanatory information. Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in sub-section 5 of Section 134 of the Companies Act, 2013 (âthe Actâ) 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 (âthe Rulesâ). 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under sub-section 10 of Section 143 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 auditorâs 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 controls relevant to the Companyâs 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 Companyâs 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 31 March 2016, and its profits and its cash flows for the period ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditorâs Report) Order, 2015 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the said 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 account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e) on the basis of the written representations received from the Directors as on 31 March 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2016 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 Auditorâs Report in accordance with Rule 11 of the Companies s (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer note 28 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; and
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 Auditorsâ Report â 31m March 2016
With reference to the Annexure referred to in our report of even date, we report that:
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme of physical verification, the Company has physically verified certain fixed assets during the year and no material discrepancies were noticed on such verification.
ii. (a) The inventory, except goods in transit, has been physically verified by the management during the period. In our opinion, the frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.
iiii. 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 paragraph 3(iii) of the Order is not applicable.
iv. In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Companyâs specialized requirements and similarly certain items of inventories sold and services rendered are for the specialized requirements of the buyers for which suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness in the internal control system during the course of the audit.
v. In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits as per the directives issued by the Reserve Bank of India under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable.
vi. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under Section 148 of the Act for any of the activities carried out by the Company.
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 Employeesâ State Insurance, Provident fund, Income tax, Duty of excise, Duty of customs, Sales tax/ Value added tax, Service tax, cess and any other material statutory dues have generally been regularly deposited with the appropriate authorities except in few cases where there have been slight delays.
According to the information and explanations given to us, no undisputed amounts payable in respect of Employeesâ State Insurance, Provident fund, Income tax, Duty of excise, Duty of customs, Sales tax, Value added tax, Service tax, cess and any other material statutory dues were in arrears as at 31 March 2016 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 dues of Income tax, Provident fund, Duty of customs, Sales tax/ Value added tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute.
According to the information and explanations given to us, the following dues of Duty of excise have not been deposited as on 31 March 2016 by the Company on account of disputes.
Name of the Statute |
Nature of the Dues |
Amount Rs. |
Period to which the amount relates |
Forum where dispute is pending |
Central Excise Act, 1944 |
Excise duty on assessable value consequent to the benefit availed under the Goa Value Added Tax Deferment-cum-net present value compulsory payment scheme, 2005 |
11,32,341 |
2003-2007 |
Additional Commissioner of Central Excise, Goa |
(c) According to the information and explanations given to us, there are no dues on account of Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.
viii. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.
ix. The Company did not have any outstanding dues to any financial institution, banks or debenture holders during the year.
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. The Company did not have any term loans outstanding during the year.
xii. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.
For B S R & Associates LLP
Chartered Accountants
Firmâs Registration No: 116231W/W-100024
Shabbir Readymadewala
Mumbai Partner
25 May 2016 Membership No: 100060
Dec 31, 2013
We have audited the accompanying financial statements of De Nora India
Limited (''the Company''), which comprise the balance sheet as at 31
December, 2013, the statement of profit and loss and the cash flow
statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards notified under the Companies Act, 1956 ("the
Act") 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. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company''s
internal control. An audit also includes evaluating the appropriateness
of 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 said financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with accounting principles generally
accepted in India:
i) in the case of the balance sheet, of the state of affairs of the
Company as at 31 December, 2013;
ii) in the case of the statement of profit and loss, of the profit of the
Company for the year ended on that date; and
iii) in the case of the cash flow statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
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.
As required by Section 227(3) of the Companies Act, 1956, 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 dealt with by this report comply with the
Accounting Standards notified under 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
of the Company as at 31 December, 2013, and taken on record by the
Board of Directors, none of the directors is disqualified as on 31
December, 2013, from being appointed as a director in terms of Clause
(g) of sub-section (1) of Section 274 of the Act.
Annexure to the Independent Auditors'' Report - 31 December, 2013
(Referred to in 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 Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. Physical verification of fixed
assets was not carried out during the current year.
c) Fixed assets disposed off during the year were not substantial and,
therefore, do not affect the going concern assumption.
ii) a) The inventory, except goods-in-transit, has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
b) The procedures for the physical verification of inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
book records were not material.
iii) The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act (''the Act'').
iv) In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories are for the Company''s specialized
requirements and similarly certain items of inventories sold and
services rendered are for the specialized requirements of the buyers
for which suitable alternative sources are not available to obtain
comparable quotations, there is an adequate internal control system
commensurate with the 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. In our opinion and according
to the information and explanations given to us, we have not observed
any major weakness in the internal control system during the course of
the audit.
v) a) In our opinion, and according to the information and explanations
given to us, the particulars of contracts or arrangements referred 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 for purchase and sale of certain items of
inventories and sale of services which are made in pursuance of such
contracts and arrangements referred to in (a) above and exceeding the
value of INR 5 lakhs with any party during the year are of a
specialized nature for which suitable alternative sources are not
available to obtain comparable quotations. However, on the basis of
information and explanations provided, the same appear reasonable.
vi) According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
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 maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under Section 209(1) (d) of the Act and are
of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. However, we have not made a detailed
examination of the records.
ix) a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the Company
has been generally regular in depositing amounts deducted/ accrued in
the books of account in respect of undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees''
State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty,
Excise Duty and other material statutory dues with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Wealth Tax.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees''
State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty,
Excise Duty and other material statutory dues were in arrears as at 31
December, 2013 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 dues of Income Tax, Sales Tax, Service Tax and Customs Duty which
have not been deposited with the appropriate authorities on account of
any disputes.
According to the information and explanations given to us, the
following dues of Excise Duty have not been deposited by the Company on
account of disputes.
Period to
Name Forum where
Nature of Amount which the
of the dispute is
the Dues Rs. amount
Statute pending
Central Excise 1,467,590 2003-2007 Additional
Excise duty on Commissio
ner
Act, assessable of Central
1944 value Excise, Goa
consequent
to the beneft
availed
under the
Goa Value
Added Tax
Deferment-
cum-net
present value
compulsory
payment
scheme,
2005
x) 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.
xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers. The Company did not have any outstanding dues to any financial
institutions or debenture holders during the year.
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) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society
xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
xv) 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.
xvi) The Company did not have any term loans outstanding during the
year.
xvii) According to the information and explanations given to us and on
overall examination of the balance sheet of the Company, we are of
opinion that the funds raised on short-term basis have not been used
for long-term investment.
xviii) The Company has not made any preferential allotment of shares to
companies, firms and parties covered in the register maintained under
Section 301 of the Act.
xix) The Company did not have any outstanding debentures during the
year.
xx) The Company has not raised any money by public issues.
xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For B S R & Co. LLP
Chartered Accountants
Firm''s Registration No.: 101248W
Vijay Mathur
Mumbai Partner
12 February, 2014 Membership No.: 046476
Dec 31, 2012
We have audited the attached Balance Sheet of De Nora India Limited
(''the Company'') as at 31 December 2012, and also the Statement of
Profit and Loss and the Cash flow statement for the year ended on that
date, annexed thereto. These financial statements are the
responsibility of the Company''s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
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.
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 Companies Act, 1956 (''the Act''),
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 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 dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Act;
e) on the basis of written representations received from the directors
as at 31 December 2012 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as at 31 December
2012 from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act; and
f) 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 Act, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 December 2012;
ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
iii) in the case of the Cash flow statement, of the cash flows for the
year ended on that date.
Annexure to the Auditors'' Report - 31 December 2012
(Referred to in 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 Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. In accordance with this
programme, certain fixed assets of the Company have been physically
verified during the year. No material discrepancies were noticed on
such verification.
(c) The Company has not disposed off any fixed assets during the year.
ii (a) The inventory, except goods-in-transit, has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
iii The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956 (''the
Act'').
iv In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories are for the Company''s specialised
requirements and similarly certain items of inventories sold and
services rendered are for the specialised requirements of the buyers
for which suitable alternative sources are not available to obtain
comparable quotations, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventories and fixed assets and
with regard to the sale of goods and services. In our opinion and
according to the information and explanations given to us, we have not
observed any material weakness in the internal control system during
the course of the audit.
v (a) In our opinion and according to the information and explanations
given to us, 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 the information and explanations
given to us, the transactions for purchase and sale of certain items of
inventories and sale of services which are made in pursuance of
contracts and arrangements referred to in (a) above and exceeding the
value of Rs. 5 lakh with any party during the year are of a specialised
nature for which suitable alternative sources are not available to
obtain comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
vi According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
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 maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under Section 209(1)(d) of the Act and are
of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. However, we have not made a detailed
examination of the records.
ix (a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the Company
has been generally regular in depositing amounts deducted/accrued in
the books of account in respect of undisputed statutory dues including
Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax,
Service Tax, Customs Duty, Excise Duty and other material statutory
dues with the appropriate authorities. As explained to us, the Company
did not have any dues on account of Wealth Tax and Investor Education
and Protection Fund.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees''
State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty,
Excise Duty and other material statutory dues were in arrears as at 31
December 2012 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 dues of Income Tax, Sales Tax, Service Tax and Customs Duty,
which have not been deposited with the appropriate authorities on
account of disputes.
According to the information and explanations given to us, the
following dues of Excise Duty have not been deposited by the Company on
account of disputes:
Period to
Name Forum where
Nature of Amount which the
of the dispute is
the Dues Rs. amount
Statute pending relates
Central Excise 1,261,980 2003-2007 Additional
Excise duty on
205,610 2006-2007 Commissioner
Act, 1944 assessable of Central
value Excise, Goa
consequent to
the benefit
availed under
the Goa Value
Added Tax
Deferment-cum-net
present value
compulsory
payment
Scheme,2005
x 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.
xi In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers. The Company did not have any outstanding dues to any financial
institution or debentureholders during the year.
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 In our opinion and according to information and explanations given
to us, the Company is not a chit fund or a nidhi / mutual benefit fund
/ society.
xiv According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
xv 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.
xvi The Company did not have any term loans outstanding during the
year.
xvii According to the information and explanations given to us and on
an overall examination of the Balance sheet of the Company, we are of
the opinion that the funds raised on short term basis have not been
used for long term investment.
xviii The Company has not made any preferential allotment of shares to
companies/firms/parties covered in the register maintained under
section 301 of the Act.
xix The Company did not have any outstanding deben- tures during the
year.
xx The Company has not raised any money by public issues.
xxi According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
For B S R and Associates
Chartered Accountants
Firm''s Registration No.: 128901W
Bhavesh Dhupelia
Mumbai Partner
21 February, 2013 Membership No.: 042070
Dec 31, 2011
We have audited the attached Balance sheet of De Nora India Limited
('the Company') as at 31 December 2011 and the related Profit and
loss account and the Cash flow statement for the year ended on that
date, annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
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.
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 Companies Act, 1956 ('the
Act'), 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 and 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 and 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 Act;
e) on the basis of written representations received from the directors
as at 31 December 2011 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as at 31 December
2011 from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act; and
f) 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 Act, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance sheet, of the state of affairs of the
Company as at 31 December 2011;
ii) in the case of the Profit and loss account, of the profit for the
year ended on that date; and
iii) in the case of the Cash flow statement, of the cash flows for the
year ended on that date.
Annexure to the Auditors' Report - 31 December 2011
(Referred to in 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 Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. In accordance with this
programme, certain fixed assets of the Company have been physically
verified during the year. No material discrepancies were noticed on
such verification.
(c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
ii (a) The inventory, except goods-in-transit, has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
iii The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956
('the Act').
iv In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories are for the Company's specialised
requirements and similarly certain items of inventories sold and
services rendered are for the specialised requirements of the buyers
for which suitable alternative sources are not available to obtain
comparable quotations, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventories and fixed assets and
with regard to the sale of goods and services. In our opinion and
according to the information and explanations given to us, we have not
observed any material weakness in internal control system during the
course of the audit.
v (a) In our opinion and according to the information and explanations
given to us, 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 the information and explanations
given to us, the transactions for purchase and sale of items of
inventories and purchase of services which are made in pursuance of
contracts and arrangements referred to in (a) above and exceeding the
value of Rs 5 lakh with any party during the year are of a specialised
nature for which suitable alternative sources are not available to
obtain comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
vi According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
vii In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under Section 209(1) (d) of the Act for any of the products
manufactured/ services rendered by the Company.
ix (a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the Company
has been generally regular in depositing amounts deducted/accrued in
the books of account in respect of undisputed statutory dues including
Provident Fund, Employees' State Insurance, Income T ax, Sales T ax,
Wealth T ax, Service T ax, Customs Duty, Excise Duty and other material
statutory dues with the appropriate authorities. As explained to us,
the Company did not have any dues on account of Investor Education and
Protection Fund.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees'
State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty and other material statutory dues were in
arrears as at 31 December 2011 for a period of more than six months
from the date they became payable.
According to the information and explanations given to us, there are no
dues of Income Tax, Sales Tax, Wealth Tax, Service Tax and Customs
Duty, which have not been deposited with the appropriate authorities on
account of disputes.
According to the information and explanations given to us, the
following dues of Excise Duty have not been deposited by the Company on
account of disputes:
Name Nature of the Amount Period to Forum where
of the Dues Rs. which the dispute is
Statute amount pending
relates
Central Excise duty on 1,261,980 2003-2006 Additional
Excise assessable
value Commissioner
Act, consequent
to the of Central
1944 benefit
availed Excise, Goa
under the
Goa Value
Added Tax
Deferment-
cum-net
present
value
compulsory
payment
Scheme,
2005
Central Excise duty on 205,610 2006-2007 Additional
Excise assessable
value Commissioner
Act, consequent to
the of Central
1944 benefit
availed Excise, Goa
under the Goa
Value Added
Tax Deferment-
cum-net
present
value
compulsory
payment
Scheme,
2005
x 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.
xi In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers. The Company did not have any outstanding dues to any financial
institution or debentureholders during the year.
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 In our opinion and according to information and explanations given
to us, the Company is not a chit fund or a nidhi / mutual benefit fund
/ society.
xiv According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
xv 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.
xvi The Company did not have any term loans outstanding during the
year.
xvii According to the information and explanations given to us and on
an overall examination of the Balance sheet of the Company, we are of
the opinion that the funds raised on short term basis have not been
used for long term investment.
xviii The Company has not made any preferential allotment of shares to
companies/firms/parties covered in the register maintained under
Section 301 of the Act.
xiv The Company did not have any outstanding debentures during the
year.
xx The Company has not raised any money by public issues.
xxi According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
For B S R and Associates
Chartered Accountants
Firm's Registration No: 128901W
Bhavesh Dhupelia
Place: Mumbai Partner
Dated : 15 February 2012 Membership No: 042070
Dec 31, 2010
We have audited the attached Balance sheet of De Nora India Limited
(the Company) as at 31 December, 2010 and the related Profit and Loss
account and the Cash flow statement for the year ended on that date,
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.
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 signifcant 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 (the
Order) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act),
we enclose in the Annexure a statement on the matters specifed 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 and 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 and 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 Act;
e) on the basis of written representations received from the directors
as at 31 December, 2010 and taken on record by the Board of Directors,
we report that none of the directors is disqualifed as at 31 December,
2010 from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act; and
f) 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 Act, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance sheet, of the state of affairs of the
Company as at 31 December, 2010;
ii) in the case of the Profit and Loss account, of the Profit for the
year ended on that date; and
iii) in the case of the Cash flow statement, of the cash flows for the
year ended on that date.
Annexure to the Auditors report à 31 december, 2010 (Referred to in
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 Company has a regular programme of physical verifcation of its
fixed assets by which all fixed assets are verifed in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verifcation is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were
noticed on such verifcation.
(c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
ii. (a) The inventory, except goods-in-transit, has been physically
verifed by the management during the year. In our opinion, the
frequency of such verifcation is reasonable.
(b) The procedures for the physical verifcation of inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verifcation between the physical stocks and
the book records were not material.
iii. The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, frms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956 (the
Act).
iv. In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories and purchase of services are for the
Companys specialised requirements and similarly certain items of
inventories sold and services rendered are for the specialised
requirements of the buyers for which suitable alternative sources are
not available to obtain comparable quotations, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business with regard to purchase of inventories and
fixed assets and with regard to the sale of goods and services. In our
opinion and according to the information and explanations given to us,
we have not observed any material weakness in internal control system
during the course of the audit.
v. (a) In our opinion and according to the information and explanations
given to us, 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 the information and explanations
given to us, the transactions for purchase and sale of items of
inventories and purchase of services which are made in pursuance of
contracts and arrangements referred to in (a) above and exceeding the
value of Rs. 5 lakh with any party during the year are of a specialised
nature for which suitable alternative sources are not available to
obtain comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
vi. According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
vii. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under Section 209(1)(d) of the Act for any of the products
manufactured/services rendered by the Company.
ix. (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, the
Company has been generally regular in depositing amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Employees State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty and other material statutory dues with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Investor Education and Protection Fund.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees
State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty and other material statutory dues were in
arrears as at 31 December, 2010 for a period of more than six months
from the date they became payable.
There were no dues on account of cess under section 441A of the Act
since the date from which the aforesaid section comes into force has
not yet been notifed by the Central Government.
(b) According to the information and explanations given to us, there
are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax and
Customs Duty, which have not been deposited with the appropriate
authorities on account of disputes.
According to the information and explanations given to us, the
following dues of Excise Duty have not been deposited by the Company on
account of disputes:
Name Nature of the dues Amount period to Forum where
of the Rs. which the dispute is
statute amount pending
relates
Central Excise duty on assessable 1,261,980 2003-2006 Additional
Excise
Act, value consequent to the Commissioner
1944 benefit availed under of Central
the Goa Value Added Excise, Goa
Tax Deferment-cum-net
present value compulsory
payment Scheme, 2005
Central Excise duty on assessable 205,610 2006-2007 Additional
Excise
Act, value consequent to the Commissioner
1944 benefit availed under of Central
the Goa Value Added Excise, Goa
Tax Deferment-cum-net
present value compulsory
payment Scheme, 2005
x. 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.
xi. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers. The Company did not have any outstanding dues to any financial
institution or debentureholders during the year.
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. In our opinion and according to information and explanations
given to us, the Company is not a chit fund or a nidhi / mutual benefit
fund / society.
xiv. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
xv. 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.
xvi. The Company did not have any term loans outstanding during the
year.
xvii. According to the information and explanations given to us and on
an overall examination of the Balance sheet of the Company, we are of
the opinion that the funds raised on short term basis have not been
used for long term investment.
xviii. The Company has not made any preferential allotment of shares to
companies/frms/parties covered in the register maintained under Section
301 of the Act.
xix. The Company did not have any outstanding debentures during the
year.
xx. The Company has not raised any money by public issues.
xxi. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For B S R and Associates
Chartered Accountants
Firms Registration No.: 128901W
Vijay Mathur
Place : Mumbai Partner
Date : 17 February, 2011 Membership No.: 046476
Dec 31, 2009
1. We have audited the attached Balance sheet of De Nora India Limited
(the Company) as at 31 December 2009 and the related Profit and Loss
account and the Cash flow statement for the year ended on that date,
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with 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
forouropinion.
3. As required by the Companies (Auditors Report) Order, 2003 (the
Order) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act),
we enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
4. 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 and 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 and Loss account and Cash
flow statement dealt with by this report comply with the accounting
standards referred to in subsection (3C) of Section 211 of the Act;
e)on the basis of written representations received from the directors
as at 31 December 2009 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as at 31 December
2009 from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act; and
f) 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 Act, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance sheet, of the state of affairs of the
Company as at 31 December 2009;
ii) in the case of the Profit and Loss account, of the profit for the
year ended on that date; and
iii) in the case of the Cash flow statement, of the cash flows for the
year ended on that date.
Annexure to the AuditorsReport 31 December2009 (Referred to in 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 Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were
noticed on such verification.
c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
ii a) The inventory, except goods-in-transit, has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
b)The procedures for the physical verification of inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
c)The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
iii The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956 (the
Act).
iv In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories and fixed assets are for the Companys
specialised requirements and similarly certain items of inventories
sold are for the specialised requirements of the buyers for which
suitable alternative sources are not available to obtain comparable
quotations, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventories and fixed assets and with regard to the sale
of goods and services. In our opinion and according to the information
and explanations given to us, we have not observed any material
weakness in internal control system during the course of the audit.
v a)ln our opinion and according to the information and explanations
given to us, 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)ln our opinion, and according to the information and explanations
given to us, the transactions for purchase and sale of items of
inventories, purchase and sales of services and purchase of fixed
assets which are made in pursuance of contracts and arrangements
referred to in (a) above and exceeding the value of Rs. 5 lakh with any
party during the year are of a specialised nature for which suitable
alternative sources are not available to obtain comparable quotations.
However, on the basis of information and explanations provided, the
same appear reasonable.
vi According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
vii In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under Section 209(1 )(d) of the Act for any of the products
manufactured / services rendered by the Company.
ix a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the Company
has been generally regular in depositing amounts deducted/accrued in
the books of account in respect of undisputed statutory dues including
Provident Fund, Employees State Insurance, Customs Duty, Service Tax,
Income Tax, Wealth Tax, Excise Duty, Sales Tax, and other material
statutory dues with the appropriate authorities. As explained to us,
the Company did not have any dues on account of Investor Education and
Protection Fund.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees
State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty,
Excise Duty, Service Tax and other material statutory dues were in
arrears as at 31 December 2009 for a period of more than six months
from the date they became payable.
There were no dues on account of cess under section 441A of the Act
since the date from which the aforesaid section comes into force has
not yet been notified by the Central Government.
b) According to the information and explanations given to us, there are
no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax and Customs
Duty, which have not been deposited with the appropriate authorities on
account of disputes.
According to the information and explanations given to us, the
following dues of Excise Duty have not been deposited by the. Company
on account of disputes:
Name of the Nature of the Dues Amount
Statute Rs.
Central Excise Penalty 300,868
Act, 1944
Central Excise Excise duty on assessable 1,261,980
Act, 1944 value consequent to the
benefit availed under the
Goa Value Added Tax
Deferment-cum-net present
value compulsory payment
Scheme, 2005
Central Excise Excise duty on assessable 205,610
Act, 1944 value consequent to the
benefit availed under the
Goa Value Added Tax
Deferment-cum-net present
value compulsory payment
Scheme, 2005
Name of Period to Forum where
the which the dispute is
Statue amount pending
relates
Central Excise
Act, 1944 2002-2003 Customs, Excise
and Service tax
Appellate
Tribunal
Central Excise
Act, 1944 2003-2006 Joint
Commissioner of
Central Excise, Goa
Central Excise
Act, 1944 2006-2007 Assistant
Commissioner of
Central Excise,
Goa
x The Company does not have any accumulated losses at the end of the
financial period and has not incurred cash losses in the financial year
and in the immediately preceding financial year.
xi In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers. The Company did not have any outstanding dues to any financial
institution or debentureholders during the year.
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 In our opinion and according to information and explanations given
to us, the Company is not a chit fund or a nidhi / mutual benefit fund
/ society.
xiv According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
xv 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.
xvi The Company did not have any term loans outstanding during the
year.
xvii According to the information and explanations given to us and on
an overall examination of the Balance sheet of the Company, we are of
the opinion that the funds raised on short term basis have not been
used for long term investment.
xviii The Company has not made any preferential allotment of shares to
companies/firms/parties covered in the register maintained under
Section 301 of the Act.
xix The Company did not have any outstanding debentures during the
year.
xx The Company has not raised any money by public issues.
xxi According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
For BSR and Associates
Chartered Accountants
Place:Mumbai Vijay Mathur
Date: March 12, 2010 Partner
Membership No: 046476