Mar 31, 2015
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of
Emmessar Biotech & Nutrition Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2015, and the Statement of Profit and
Loss and Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section134(5) of the Companies Act, 2013 ("the Act") with respect to
the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of 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 record, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are fee from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its Loss and its cash flows for the year ended
on that date.
Emphasis of Matter
We draw attention to Note 2.35 in the financial statements regarding
going concern. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order"), as amended, issued by the Central Government of India in terms
of sub- section 11 of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
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, the Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors
as on March 31, 2015, taken on record by the Board of Directors, none
of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and our information and according to the
explanations given to us:
i. The Company does not have any pending litigations which would impact
its financial position;
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.
(Referred to in Paragraph (a) under the heading of "Report on Other
Legal and Regulatory Requirements" of our report of even date to the
members of Emmessar Biotech & Nutrition Limited for the period ended
31st March, 2015).
Annexure referred in Independent Auditors Report of even date
1. a. The Company has maintained records showing particulars
including quantitative details and situation of fixed assets on the
basis of available information.
b. As explained to us, the fixed assets have been physically verified
by the management during the year in a phased periodical manner of over
two years, which in our opinion is reasonable, having regard to the
size of the Company and nature of its assets. No material discrepancies
were noticed on such physical verification.
2 a. As explained to us, inventories have been physically verified by
the management at regular intervals during the year.
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 reasonable and adequate in relation to the
size of the company and the nature of its business. Not material
discrepancies were noticed on such physical verification.
c. The company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3 The Company has not granted any loans, secured or unsecured during
the period to parties covered in register maintained under section 198
of the Act
4 In our opinion and according to the information and explanations
given to us, having regard to the explanation that purchase of certain
items of inventory and fixed assets are for the Company's specialized
requirements and similarly, certain goods sold are for the specialized
requirements of the buyers and suitable alternate source are not
available to obtain comparable quotations, there is generally adequate
internal control system commensurate with the size of the Company and
the nature of its business for purchase of inventory and fixed assets
and for 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 during the course of Audit.
5 The Company has not accepted any deposits during the year.
6 The Central Government has not prescribed maintenance of cost records
7 In respect of the statutory dues:
a. The company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs
Duty, Excise Duty, Cess, Service Tax and other statutory dues with the
appropriate authorities. There are no undisputed amounts payables in
respect of the aforesaid dues as 31st March, 2015 for a period of more
than six months from the date of becoming payable.
b. According to the records of the Company, there are no disputed
statutory dues on account of Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise duty and Cess remaining unpaid as on 31st March,
2015.
c. Amount required to be transferred to investor education and
protection fund in accordance with the relevant provisions of Companies
Act, 1956 has been transferred to such fund within time.
8. The Company has accumulated losses more than fifty percent of its
net worth. The company has incurred cash loss of Rs. 8,86,728/- during
the year and in the immediately preceding financial year no cash loss.
9 Based on our audit procedures and according to the information and
explanation given to us, there have been no delays in repayment of dues
to banks and financial institutions during the year.
10 The company has not given any guarantee for loans taken by others
from Bank or Financial Institutions.
11 The company has not obtained any term loans during the year.
12 In our opinion and according to the information and explanation
given to us, no material fraud on or by the company has been noticed or
reported during the course of our audit.
For V. Sankar Aiyar & Co.,
Chartered Accountants.
FRN. 109208W
V. Mohan
Place: Mumbai Partner
Date: May 14, 2015 M No.17748
Mar 31, 2014
We have audited the accompanying financial statements of Emmessar
Biotech & Nutrition Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2014, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, 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 the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2014
b) In the case of the Profit and Loss Account, of the Loss for the year
ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
We draw your attention to Note 2.35 regarding going concern. Our
opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from branches not visited by us.
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 and with the
returns received from branches not visited by us.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE 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 to the members
of Emmessar Biotech & Nutrition Limited for the year ended 31st March,
2014.
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of available information.
b. As explained to us, the fixed assets have been physically verified
by the management at the year end, which in our opinion is reasonable,
having regard to the size of the Company and nature of its assets. No
material discrepancies were noticed on such physical verification.
c. In our opinion, the Company has not disposed of substantial part of
fixed assets during the year and the going concern status of the
Company is not affected.
2. a. Inventories have been physically verified during
the year by the Management. In our opinion, the frequency of
verification is reasonable.
b. In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and 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 inventory.
The discrepancies noticed on verification between the physical stocks
and the book records were not material having regard to the size of the
operations of the Company.
3. The Company has neither granted nor taken any loans, secured or
unsecured, to / from companies, firm or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, having regard to the explanation that purchase of certain
items of inventor and fixed assets are for the Company''s specialized
requirements, and similarly, certain goods sold are for the specialized
requirements of the buyers and suitable alternate source are not
available to obtain comparable quotations, there is generally adequate
internal control system
commensurate with the size of the Company and the nature of its
business for purchase of inventory and fixed assets and for 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
during the course of audit.
5. In respect of transactions covered under Section 301 of the
Companies Act, 1956:
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 Companies Act, 1956, 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 aforesaid contracts
or arrangements in excess of Rs.5 lacs, have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time.
6. The Company has not accepted any deposits from the public.
Accordingly Clause 4(vi) of the Order does not applicable to the
Company.
7. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
8. We have broadly reviewed the books of account relating to material,
labour and other items of cost maintained by the Company pursuant to
the rules made by central government for the maintenance of the Cost
records under section 209(1)(d) of the Act and we are opinion that
prima-facie, the prescribed accounts and records have been made and
maintained.
9. In respect of the statutory dues:
a. According to the records of the Company, undisputed statutory dues
including, Investor Education and Protection Fund, Income Tax, Wealth
Tax, Service Tax, Customs Duty, Excise duty, cess and other material
statutory dues have been regularly deposited with the appropriate
authorities. According to the information and explanations given to us,
no undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st March, 2014 for a period of more than six months
from the date of becoming payable.
b. In our opinion and according to the information and explanations
given to us, there are no dues of income tax, sales tax, wealth tax,
service tax, Custom Duty, Excise Duty and Cess which have not been
deposited on account of any dispute as on 31st March 2014.
10. The accumulated losses of the company have exceeded fifty percent
of its net worth at end of the financial year. The company has not
incurred cash losses during the financial year and has incurred cash
loss of Rs. 11,42,682/- during the preceding financial year.
11. The company does not have any loans from banks and financial
institutions. Accordingly, clause 4(xi) of the order is not applicable.
12. In our opinion and according to the information and explanation
given to us, no loans and advances have been granted by the Company on
the basis of security by way of pledge of shares, debentures and other
securities.
13. In our opinion, the Company is not a chit fund or a Nidhi / mutual
benefit fund / society. Accordingly, clause 4(xiii) of the Order does
not apply.
14. The Company has not traded in securities, debentures and other
investments. Accordingly, clause 4(xiv) of the Order does not apply.
15. In our opinion and according to information and explanations
provided to us, the company has not given any guarantee for loans taken
by others from banks or financial institutions.
16. The Company has not raised any loans from banks and financial
institution during the year. Accordingly, clause 4(xvi) of the Order
does not apply.
17. According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the company, no funds
raised on short term basis have prima facie, been used during the year
for making long term investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the Register
maintained under Section 301 of the Companies Act, 1956.
19. The Company has not issued any debentures. Accordingly, clause
4(xix) of the Order does not apply.
20. The Company has not raised any money by way of public issue during
the year. Accordingly clause 4(xx) of the Order does not apply.
21. According to the information and explanations given to us, and
based on audit procedures performed and representations obtained from
the management, we report that no material fraud on or by the Company,
has been noticed or reported during the year under audit.
For V. Sankar Aiyar & Co
Chartered Accountants.
FRN. 109208W
Place: Mumbai V. Mohan
Date: May 22, 2014 Partner
M No.17748
Mar 31, 2013
REPORT ON THE FINANCIAL STATEMENT
We have audited the accompanying financial statements of Emmessar
Biotech & Nutrition Limited ( " the Company") which comprise the
Balance Sheet as at March 31, 2013, and the Statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and a summary
of significant accounting policies and other explanatory information.
MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENT
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in sub-section
(3C) of section 211 of the Companies Act, 1956 (" the Act") . This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
AUDITOR RESPONSIBILITY
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
OPINION
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) in the case of the Profit and Loss Account, of the loss of the
Company for the year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENT
1. As required by the Companies (Auditor''s Report) Order, 2003 ("
the order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
(Referred to in paragraph 1 under ''Report on Other Legal and
Regulatory Requirements'' of our report of even date)
(i) In respect of Company''s Fixed Assets:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
(b) According to the information and explanations given to us, the
Company has formulated a regular programme of verification by which all
assets of the Company shall be verified in phased manner, which in our
opinion is reasonable, having regard to the size of the Company and the
nature of its business and assets. No material discrepancies were
noticed on such physical verification
(c) In our opinion the Company has not disposed off any of its fixed
assets and the going concern status of the Company is not affected.
(ii) In respect of Company''s Inventories:
(a) The stock of finished goods and raw material has been physically
verified during the year by the Management. In our opinion the
frequency of verification is reasonable. In the case of material lying
with the third parties, certificates confirming stocks have been
received in respect of a substantial portion of the stocks held.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management were 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. As
explained to us, the discrepancies noticed on verification between
physical inventories and the book records were not material in relation
to the size of the Company and the same have been properly dealt with
in the books of account.
(iii) In respect of loans, secured or unsecured, granted or taken by
the Company to / from Companies, firms or other parties covered in the
register maintained under Section 301 of the Companies act, 1956:
(a) The Company has neither granted nor taken any loans, secured or
unsecured, to/ from Companies, firm or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, no major weakness has been noticed in
the internal control system. We have not observed any continuing
failure on the part of the Company to correct major weakness in the
internal control system.
(v) In respect of contracts or arrangements entered in the register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us,
(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the register maintained under the said
section have been so entered.
(b) Where each of such transaction is in excess of Rs 5lakhs in respect
of any party, the transaction have been made at prices which are prima
facie reasonable having regard to the prevailing market prices at the
relevant time.
(vi) In our opinion and according to the information and explanations
given to us during the year under report, the Company has not invited
and accepted any deposits from the public within the meaning of Section
58A, 58AA or any other relevant provisions of Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules, 1975.
(vii) In our opinion, the Company has an internal audit system for the
year under audit commensurate with the size of the Company and the
nature of its business.
(viii) We have been broadly reviewed the cost records maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209 (1)
(d) of the Companies Act, 1956 in respect of the company''s products to
which they said rules are made applicable and are of the opinion that
prima facie the prescribed records have been made
and maintained. We have, however, not made a detailed examination of
the said records with a view to determine whether they are accurate or
complete.
(ix) In respect of statutory dues:
(a) According to the records examined by us, the Company is generally
regular in depositing during the year, the undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, to
the extent applicable to it with the appropriate authorities. According
to the information and explanations given to us, there are no arrears
of undisputed outstanding statutory dues as at 31st March 2013 for a
period of more than six months from the date they became payable.
(b) In our opinion and according to the information & explanations
given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty and Cess which have not been
deposited on account of any dispute as on 31st March 2013.
(x) The accumulated losses of the Company have exceeded 50% of its net
worth at the end of the financial year. The Company has incurred cash
losses in the current financial year and has not incurred cash losses
in the immediately preceding financial year.
(xi) According to the information and explanations given to us, the
Company has not taken any loan from a bank or financial institution or
borrowed any sum against issue of debenture.
(xii) According to the information and explanation given to us, the
Company has not granted any loans and advances on the basis of security
by way 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, nidhi, mutual benefit fund
/ society.
(xiv) According to the information and explanation given to us, the
Company is not dealing or trading in shares, securities and debentures
and other investments.
(xv) In our opinion and 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) According to the information and explanation given to us, the
Company has not availed any term loan during the year.
(xvii) In our opinion and according to the information and explanations
given to us and on the basis of an overall examination of the Balance
Sheet and Cash Flow of the Company, we report that no funds raised on
short-term basis have been utilized for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Companies Act, 1956 during the year.
(xix) The Company has not issued any debentures.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) Based on the audit procedures performed and the information and
explanations given by the Management, we report that to the best of our
knowledge and belief, no fraud on or by the Company has been noticed or
reported during the year that causes the financial statements to be
materially misstated.
For R.G. Jain and Co.
Chartered Accountants
Firm Regn No:-121214W
Girish Jain
Place: Mumbai Partner
Date: 30th May 2013. Membership No- 107416
Mar 31, 2012
1. We have audited the attached Balance Sheet of Emmessar Biotech &
Nutrition Limited (the Company), as at 31st March 2012 ,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.
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 the management, as well as evaluating the over all financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, and
according to the information and explanations given to us and on the
basis of such checks of the available books and records as we
considered appropriate, we enclose in the Annexure hereto, a Statement
on the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in Paragraph-3
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 it 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 and Loss and
Cash Flow Statement dealt with by this report are in compliance 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
of the Company as at 31st Ms-ch, 2012, and taken on record by the Board
of Directors, we report that prima-facie none of the Directors of the
Company 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 besttif our information and according to
the explanations given to us, the said financial statements read
together with the Significant Accounting Policies and the Notes on the
Financial Statements appearing thereon, give the information required
by the Companies Act 1956, in the manner so required and give a true
and fair view in conformity with the accounting principles generally
accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2012
ii) in the case of thg Statement of Profit and Loss, of the loss of the
Company 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.
REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF
EMMESSAR BIOTECH & NUTRITION LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED
31st MARCH 2012
As required by the Companies (Auditors Report) Order, 2003, as amended
("the Order") issued by the Central Government of India in terms of
Section 227 (4A) of the Companies Act, 1956, on the matters specified
in para- graphs 4 and 5 of the said Order, we further report that:
(i) In respect of Company's Fixed Assets:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
(b) According to the information, and explanations given to us, the
Company has formulated a regular programme of verification by which all
assets of the Company shall be verified in phased manner, which in our
opinion is reasonable, having regard to the size of the Company and the
nature of its business and assets. To the best of our knowledge, no
material discrepancies were noticed on such physical verification
conducted during the year as compared with the book records.
(c) During the year under report the Company has not disposed off any
of its fixed assets and the going concern status of the Company is not
affected.
(ii) In respect of Company's Inventories:
(a) The stock of finished goods and raw material has been physically
verified during the year by the Management. In our opinion the
frequency of verification is reasonable. In the case of material lying
with the third parties, certificates confirming stocks have been
received in respect of a substantial portion of the stocks held.
(b) In our opinion, the procedures of physical verification of
inventory 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. As
explained to us, the discrepancies noticed on verification between
physical inventories and the book records were not material in relation
to the size of the Company and the same have been properly dealt with
in the books of account.
(iii) In respect of loans, secured or unsecured, granted or taken by
the Company to I from Companies, firms or other parties covered in the
register maintained under Section 301 of the Companies act, 1956:
(a) The Company has granted interest free unsecured loan to a body
corporate covered in the register maintained under section 301 of the
Companies Act, 1956. The maximum amount outstanding during the year was
Rs.11,12,294 and the year-end balance of such loan amounted to Rs.8,12,924.
Other than the above, the Company,has not granted any loans, secured or
unsecured, to Companies, firms or parties covered in the register
maintained under section 301 of the Act.
(b) In our opinion and according to information and explanation given
to us, Other terms and conditions on which the loans has been granted
to body corporate listed in the register maintained under Section 301
of the Companies Act, 1956 are not, prima facie, prejudicial to the
interest of the company.
(c) In the case of the loan granted to the body corporate listed in the
register maintained under section 301 of the Act, the borrower has been
regular in the payment of the principal amount as and when demanded.
The terms of arrangement do not stipulate any repayment schedule and
the loan is repayable on demand. Accordingly, paragraph 4(iii) (c) of
the Companies (Auditor's Report) order 2003 is not applicable to the
company in respect of repayment of the principal amount.
(d) There are no overdue amounts of more than rupees one lakh in
respect of the loan granted to a body corporate listed in the register
maintained under section 301 of the Act.
(e) The Company has not taken any loan, secured or unsecured from
companies, firms or parties covered in the register maintained under
Section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii)
(e) to 4(iii) (g) of the Companies (Auditor's Report) Order 2003 are
not applicable.
(iv) On the basis of selective checks carried out during the course of
audit and in our opinion and according to the information and
explanations given to us, there are adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods. During the course of our audit, no major weakness has
been noticed in the internal control system. We have not observed any
continuing failure on the part of the Company to correct major weakness
in the internal control system.
(v) a)To the best of our knowledge and belief and according to the
information and explanations given to us, we are of the opinion that
the transactions that need to be entered into the register maintained
under Section 301 of the Companies Act, 1956 have been so entered.
b) Transaction made in pursuance of such contracts or arrangements have
been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and ex- planations
given to us during the year under report, the Company has not invited
and accepted- any deposits from the public within the meaning of
Section 58A, 58AA or any other relevant provisions of Companies Act,
1956 and the Companies (Acceptance of Depos- its) Rules, 1975.
(vii) In our opinion, the Company has an internal audit system for the
year under audit commensurate with the size of the Company and the
nature of its business.
(viii) We have been broadly reviewed the books of account maintained by
the Company pursuant to the rules made by the Central Government for
the maintenance of cost records under Section 209 (1) (d) of the
Companies Act, 1956 in respect of the company's products to which the
said rules are made applicable and are of the opinion that prima facie
the prescribed records have been made and maintained. We have, however,
not made a detailed examination of the said records with a view to
determine whether they are accurate or complete.
(ix) In respect of Statutory dues:
(a) According to the records examined by us, the Company is generally
regular in depositing during the year, the undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, to
the extent applicable to it with the appropriate authorities. According
to the information and explanations given to us, there are no arrears
of undisputed outstanding statutory dues as at 31st March 2012 for a
period of more than six months from the date they became payable.
(b) In our opinion and according to the information & explanations
given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty and Cess which have not been
deposited on account of any dispute as on 31st March 2012.
(x) The accumulated losses of the Company have exceeded 50% of its net
worth at the end of the financial year. The Company has not incurred
cash losses in the current financial year and incurred cash losses in
the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us and based on the documents and records produced to us, the
Company has not taken any loan from financial institutions or banks.
The Company does not have any debenture holder. Therefore Paragraph
4(xi) of the Companies (Auditor's Report) Order 2003 regarding
default in repayment of dues to a financial institution or bank or
debenture holder is not applicable to the Company.
(xii) Based on our examination of the lecords and the information and
explanations given to us, the Company has not granted any loans and
advances on the basis of security by way 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, nidhi, mutual benefit
fund / society. Therefore, ' the provision of Paragraph 4 (xiii) of
the Companies (Auditor's Report) Order 2003 is not applicable to the
Company.
(xiv) In our opinion and according to the information and explanation
given to us, the Company is not dealing in shares, securities and
debentures and other investments. Therefore Paragraph 4 (xiv) of
Companies (Auditor's Report) Order, 2003 is not applicable to the
Company.
(xv) In our opinion and 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)As per records, the Company has not obtained any term loans during
the financial year under report.
(xvii)According to the information and explanations given to us and on
the basis of an overall examination of the Balance Sheet and Cash Flow
of the Company, we report that no funds raised on short-term basis have
been utilized 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) On the basis of records made available to us, the Company did not
issue any debentures during the year. Hence, Paragraph 4 (xix) of the
Companies (Auditor's Report) Order, 2003 regarding creation of
security or charge in respect of debentures issued is not presently
applicable to the Company.
(xx) The Company has not raised any money by way of public issue during
the year. Accordingly, Paragraph (xx) of the Companies (Auditor's
Report) Order, 2003 on the end use of money raised by public issues is
not presently applicable to the Company.
(xxi) Based on the audit procedures performed and the information and
explanations given by the Management, we report that to the best of our
knowledge and belief, no fraud on or by the Company has been noticed or
reported during the year that causes the financial statements to be
materially misstated.
For R.G.Jain & Co
Chartered Accountants
Firm Regn. No 121214W
Place: Mumbai Girish Jain
Date: 12th July 2012 Partner
Membership No. 107416
Mar 31, 2010
1. We have audited the attached Balance Sheet of Emmessar Biotech &
Nutrition Limited, as at 31st March 2010 and also the Profit and Loss
Account and 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 the management, as well as evaluating the over all financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, and
according to the information and explanations given to us and on the
basis of such checks of the available books and records as we
considered appropriate, we enclose in the Annexure hereto, a Statement
on the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in Paragraph -
3 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 it 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 and Loss Account and Cash
Flow Statement dealt with by this report are in compliance with the,
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956 except as mentioned in Para (f) below
(e) On the basis of written representations received from the directors
as on 31st March, 2010, and taken on record by the Board of Directors,
we report that prima-facie none of the Directors of the Company is
disqualified as on 31st March 2010 from being appointed as a director
in terms of clause (g) of sub-section section (1) of Section 274 of the
Companies Act, 1956;
(f) As mentioned in Note No-4 of Schedule XI in Notes to Accounts,
Sundry Debtors includes Rs.5.82 Lacs due from customers outstanding for
a considerable long period. During the year the company has recovered
Rs 1.23 Lacs from these customers. In the opinion of the management the
entire amount is recoverable and hence considered good. In these
circumstances, requirement of provisions, if any, in respect of
recovery of this debt cannot be determined with certainty or estimated,
reasonably and hence we are unable to express our opinion thereon.
(g) Subject to above, in our opinion and to the best of our information
and according to the explanations given to us, the said accounts read
together with the Significant Accounting Policies and notes thereon in
Schedule X, give the information required by the Companies Act 1956, in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2010
ii) in the case of the Profit and Loss Account, of the loss of the
Company 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 AUDITORS REPORT
Referred to in Paragraph 3 of our report of even date
As required by the Companies (Auditors Report) Order, 2003, as amended
("the Order") issued by the Central Government of India in terms of
Section 227 (4A) of the Companies Act, 1956, on the matters specified
in paragraphs 4 and 5 of the said Order, we further report that:
(i) In respect of Companys Fixed Assets:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of Fixed Assets.
(b) According to the information and explanations given to us, the
Company has formulated a regular programme of verification by which all
assets of the Company shall be verified in phased manner, which in our
opinion is reasonable, having regard to the size of the Company and the
nature of its business and assets. To the best of our knowledge, no
material discrepancies were noticed on such physical verification
conducted during the year as compared with the book records.
(c) During the year under report the Company has not disposed off any
of its fixed assets and the going concern status of the Company is not
affected.
ii) In respect of Companys Inventories:
(a) The stock of finished goods and raw material has been physically
verified during the year by the Management. In our opinion the
frequency of verification is reasonable. In the case of material lying
with the third parties, certificates confirming stocks have been
received in respect of a substantial portion of the stocks held.
(b) In our opinion, the procedures of physical verification of
inventory 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. As
explained to us, the discrepancies noticed on verification between
physical inventories and the book records were not material in relation
to the size of the Company and the same have been properly dealt with
in the books of account.
(iii) In respect of loans, secured or unsecured, granted or taken by
the Company to from Companies, firms or other parties covered in the
register maintained under Section 301 of the Companies act, 1956:
The Company has not granted / taken any loan, secured or unsecured to /
from companies, firms or other parties covered in the register
maintained under Section 301 of the Companies Act, 1956. Accordingly,
Clause 4 (iii) of the Companies (Auditors Report) Order, 2003, as
amended, is not applicable to the Company for the year under report.
(iv) On the basis of selective checks carried out during the course of
audit and in our opinion and according to the information and
explanations given to us, there are adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods. During the course of our audit, no major weakness has
been noticed in the internal control system.
We have not observed any continuing failure on the part of the Company
to correct major weakness in the internal control system.
(v) (a) To the best of our knowledge and belief and according to the
information and explanations given to us, we are of the opinion that
the transactions that need to be entered into the register maintained
under Section 301 of the Companies Act, 1956 have been so entered.
(b) Transaction made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us during the year under report, the Company has not invited
and accepted any deposits from the public within the meaning of Section
58A, 58AA or any other relevant provisions of Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules, 1975.
(vii) In our opinion, the Company has an internal audit system for the
year under audit commensurate with the size of the Company and the
nature of its business.
(viii) We have been broadly reviewed the books of account maintained by
the Company pursuant to the rules made by the Central Government for
the maintenance of cost records under Section 209 (1) (d) of the
Companies Act, 1956 in respect of the companys products to which the
said rules are made applicable and are of the opinion that prima facie
the prescribed records have been made and maintained. We have, however,
not made a detailed examination of the said records with a view to
determine whether they are accurate or complete.
(ix) In respect of Statutory dues:
(a) According to the records examined by us, the Company is generally
regular in depositing during the year, the undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, to
the extent applicable to it with the appropriate authorities.
According to the information and explanations given to us, there are no
arrears of undisputed outstanding statutory dues as at 31" March 2010
for a period of more than six months from the date they became payable.
(b) In our opinion and according to the information & explanations
given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty and Cess which,have not been
deposited on account of any dispute as on 31st March 2010.
(x) In our opinion, the accumulated losses of the Company as at the end
of the year are more than fifty percent of its net worth. The Company
has incurred cash losses during the current financial year however cash
losses have not been incurred in the immediately preceding financial
year.
(xi) In our opinion and according to the information and explanations
given to us and based on the documents and records produced to us, the
Company has not taken any loan from financial institutions or banks.
The Company does not have any debenture holder. Therefore Clause 4(xi)
of the Companies (Auditors Report) Order 2003 regarding default in
repayment of dues to a financial institution or bank or debenture
holder is not applicable to the Company.
(xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and
advances on the basis of security by way 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, nidhi, mutual benefit fund
/ society. Therefore, the provision of Clause 4 (xiii) of the
Companies (Auditors Report) Order, 2003, is not applicable to the
Company.
(xiv) In our opinion and according to the information and explanation
given to us, the Company is not dealing in shares, securities and
debentures and other investments. Therefore Clause 4 (xiv) of Companies
(Auditors Report) Order, 2003 is not applicable to the Company.
(xv) In our opinion and 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) As per records, the Company has not obtained any term loans
during the financial year under report.
(xvii) According to the information and explanations given to us and on
the basis of an overall examination of the Balance Sheet and Cash Flow
of the Company, we report that no funds raised on short-term basis have
been utilized 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) On the basis of records made available to us, the Company did not
issue any debentures during the year. Hence, Clause 4 (xix) of the
Companies (Auditors Report) Order, 2003 regarding creation of security
or charge in respect of debentures issued is not presently applicable
to the Company.
(xx) The Company has not raised any money by way of public issue during
the year. Accordingly, Clause (xx) of the Companies (Auditors Report)
Order, 2003 on the end use of money raised by public issues is not
presently applicable to the Company.
(xxi) Based on the audit procedures performed and the information and
explanations given by the Management, we report that to the best of our
knowledge and belief, no fraud on or by the Company has been noticed or
reported during the year that causes the financial statements to be
materially misstated.
For R.G. Jain & Co.
Chartered Accountants
Place: Mumbai Girish Jain
Date: 30th April 2010 Partner
Membership No 107416