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Auditor Report of Hindustan Hardy Ltd.
Mar 31, 2025
To The Members of HINDUSTAN HARDY LIMITEDReport on the Audit of Financial Statements Opinion
We have audited the accompanying financial statements of Hindustan Hardy Limited (âthe Companyâ), which comprise of the Balance Sheet as at March 31,2025, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe financial statementsâ).
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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under. We have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditorâs Report Thereon
The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report and Shareholderâs information but does not include the financial statements and our auditorâs report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with Ind-AS and other accounting principles generally accepted in India. 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.
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.
The Board of Directors are responsible for overseeing the Companyâs financial reporting process.
Auditorâs Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that :
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief which 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, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2025 from being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to me, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. 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, as amended in our opinion and to the best of our information and according to the explanations given to us :
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.
ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection fund by the company.
iv. (a) The Management has represented that, to the best of itâs knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of itâs knowledge and belief no funds have been received by the Company from any person or entity, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) (ii) of Rule 11(e), provided under (a) and (b) above, contain any material mis-statement.
v. As stated in the financial statements;
(a) The Final Dividend proposed in the previous year, declared and paid by the company during the year is in accordance with section 123 of the Act, as applicable.
(b) The Board of Directors of the company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.
vi. The company is using ERP Software for maintaining its books of accounts. As per information given by the Management, the feature of recording audit trail (edit log) facility has been implemented w.e.f. 01st September 2024.
Further, for the periods where audit trail (edit log) facility was enabled and operated, we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
2. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in an annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.
For Daga & Chaturmutha Chartered Accountants
Firm Registration No. 101987W
Place : Nashik MembersMp N°. 048684
Date : May 30,2025
UDIN : 25048684BMJCCQ9363
Mar 31, 2024
To The Members of HINDUSTAN HARDY LIMITED
Report on the Audit of Financial Statements Opinion
We have audited the accompanying financial statements of Hindustan Hardy Limited (âthe Companyâ), which comprise of the Balance Sheet as at 31st March, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe financial statementsâ).
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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under. We have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditorâs Report Thereon
The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report and Shareholderâs information but does not include the financial statements and our auditorâs report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with Ind-AS and other accounting principles generally accepted in India. 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.
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.
The Board of Directors are responsible for overseeing the Companyâs financial reporting process
Auditorâs Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, weare also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that :
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief which 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, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to me, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. 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, as amended in our opinion and to the best of our information and according to the explanations given to us :
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.
ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection fund by the company.
iv.
(a) The Management has represented that, to the best of itâs knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of itâs knowledge and belief no funds have been received by the Company from any person or entity, including foreign entities(âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) (ii) of Rule 11(e), provided under (a) and (b) above, contain any material mis-statement.
v. As stated in the financial statements;
(a) The Final Dividend proposed in the previous year, declared and paid by the company during the year is in accordance with section 123 of the Act, as applicable.
(b) The Board of Directors of the company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.
vi. The company is using tailor-made ERP Software for maintaining its Books of accounts As per information given by the Management- Development of feature of recording audit trail (edit-log) facility was under process till the date of our audit.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,2023 - reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per statutory requirement for record retention is not applicable for the financial year ended March 31,2024.
2. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in an annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.
For Daga & Chaturmutha Chartered Accountants
Firm Registration No. 101987W
Place : Nashik CA Anand Daga
Date : May 22, 2024 Partner
UDIN : 24048684BKFMCA9313 Membership N°. 048684
Mar 31, 2015
We have audited the accompanying financial statements of HINDUSTAN
HARDY SPICER LIMITED, which comprise the Balance Sheet as at March
31,2015, and the Statement of Profit and Loss and Cash Flow Statement
for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's 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 section 133 of
the Companies Act, 2013 ("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.
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 judgement, 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 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 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, 2015;
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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (1.1) 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(11)oftheAct,wereportthat:
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
section 133 of the CompaniesAct,2013.
e) on the basis of written representations received from the directors
as on March 31, 2015, and 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 sub-section (2) of section 164 of
the Companies Act, 2013.
Annexure referred to in Para 1 of our report on Report on Other Legal
and Regulatory Requirements:
1. The nature of Company's activities during the year has been such
that following clauses of paragraph 3 of the Companies (Auditors'
Report) Order, 2015 are not applicable to the Company: Clauses (iii),
(v),(viii), (x), (xii).
2. a) The company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, all the assets have not been physically verified
by the management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. No material
discrepancies were noticed on such verification.
3. a) As per the information furnished, the inventory has been
physically verified during the year by the management. In our opinion,
the frequency of verification is reasonable.
b) In our opinion and according to the information and explanations
given to us, procedures of physical verification of inventories followed
by the management are reasonable and adequate in relation to the size of
the company and the nature of its business.
c) The company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in internal control system.
5. We have broadly reviewed the books of account and records
maintained by the Company relating to the manufacture of automotive
parts and accessories, pursuant to the rules by the Central Government
for the maintenance of cost records u/s 148(1) of the Companies Act,
2013 and are of the opinion that prima facie the prescribed accounts
and records have been made and maintained. We have, however, not made a
detailed examination of the records with a view to determining whether
they are accurate or complete. To the best of our knowledge and
according to the information and explanations given to us, the Central
Government has not prescribed the maintenance of cost records u/s 148(1
)of the Companies Act,2013 for any other products of the Company.
6. a) The company is generally regular in depositing with appropriate
authorities undisputed statutory dues including provident fund, investor
education protection fund, employees' state insurance, income tax, value
added tax, wealth tax, custom duty, service tax, excise duty, cess and
other material statutory dues applicable to it. According to the
information and explanations give to us, no undisputed amounts payable
in respect of provident fund, investor education protection fund,
employees' state insurance, income tax, value added tax, wealth tax,
custom duty, service tax, excise duty, cess and other material statutory
dues applicable to were in arrears, as at 31st March 2015, fora period
of more than six months from the date they became payable.
b) According to the information and explanation given to us, there are
no dues of sale tax, customs duty, wealth tax, excise duty and cess
which have not been deposited on account of any dispute, in case of
income tax, demand out standing for the following years are disputed
before the higher authorities and hence not deposited. The details of
which are as under:-
Nature of Amount Period for which Forum where the
the dues (Rs Lakhs) the amount relates dispute is pending
(Assessment Years)
Income Tax 20.64 lacs 2005-06 Income Tax Appellate
Tribunal
Income Tax 43.81 lacs 2010-11 Commissioner of
Income Tax (Appeals)
Total 64.45 lacs
c) The company has transferred the required amount within time to
investor education fund and protection fund in accordance with the
relevant provisions of Companies Act,1956(1 of 1956) and rules made
thereunder.
7. In our opinion and according to the information and explanations
given to us, the company has not defaulted in repayment of dues to a
financial institution or bank In our opinion, the term loans have been
applied for the purpose for which they were raised.
8. In our opinion, the term loans have been applied for the purpose
for which they were raised.
For J.L.BHATT& COMPANY
Chartered Accountants
Firm Reg. No: 101332W
YOGESH J. BHATT
Partner
Membership No. 30170
Mumbai, 5th May 2015
Mar 31, 2014
We have audited the accompanying financial statements of Hindustan
Hardy Spicer Limited, 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
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.
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 andperform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
b) in the case of the Statement of Profit and Loss Account, of the
profit for the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003
("theOrder") 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, 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 AUDITORS REPORT (Referred to in paragraph 1 of our report
of even date)
The nature of the Company''s business / activities during the year is
such that clauses (vi), (x), (xiii) and (xiv) of paragraph 4 of the
Companies (Auditor''s Report) Order, 2003 are not applicable to the
Company.
(i) In respect of its fixed assets :
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) Some of the fixed assets were physically verified during the year by
the Management in accordance with a programme of verification, which in
our opinion provides for physical verification of all the fixed assets
at reasonable intervals. According to the information and explanations
given to us no material discrepancies were noticed on such
verification.
c) During the year the Company has not disposed off any substantial
part of its fixed assets. Therefore, it has not affected the going
concern assumption of the Company.
(ii) In respect of its inventories:
a) As explained to us, inventories were physically verified during the
year by the Management at reasonable intervals.
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 the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us,
during the year the Company has not granted unsecured loans to any
party covered in the register maintained u/s 301 of the Companies Act
1956.
Accordingly sub-clauses (b) to (d) are not applicable.
b) According to the information and explanations given to us, the
Company has not taken loans, secured or unsecured, from companies,
firms or other parties covered in the register maintained u/s 301 of
the Companies Act 1956
Accordingly sub-clauses (f) and (g) are not applicable.
(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 and
services and we have not observed any continuing failure to correct
major weaknesses in such 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 of the Companies Act, 1956 have been entered in the register
required to be maintained under that Section.
b) Excluding certain transactions of purchase of goods of special
nature for which alternate quotations are not available, where each of
such transactions is in excess of Rs. 5 lakhs in respect any party, the
transactions have been made at price which are prima facie reasonable
having regard to the prevailing market price at the relevant time.
(vi) In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(vii) We have broadly reviewed the books of account and records
maintained by the Company relating to the manufacture of automotive
parts and accessories, pursuant to the rules by the Central Government
for the maintenance of cost records u/s 209(1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the records with a view to
determining whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to
us, the Central Government has prescribed the maintenance of cost
records u/s 209(1) (d) of the Companies Act, 1956.
(viii) In respect of statutory dues;
a) According to the information and explanations given to us, the
Company has been generally regular in deposition undisputed Statutory
dues, including Provident Funds, Investor Education and Protection
Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax,
Custom Duty, Excise duty, Cess and any other material statutory dues
with the appropriate authorities. There are no arrears at the year
end.
b) According to the information and explanations given to us, details
of disputed statutory dues pertaining to income tax, sales tax, wealth
tax, service tax, customs duty, excise duty, octroi and cess which have
not been deposited as on 31st March 2014 on account of any dispute are
given below :
Nature of the dues Amount Period for which Forum where the
(Rs Lakhs) the amount relates dispute is pending
(Assessment Years)
Income Tax 20.64 2005-06 CIT (A)
Income Tax 43.81 2010-11 CIT (A)
Total 64.45
(ix) In our opinion and according to the information given to us, the
Company has not defaulted in repayment of dues to banks.
(x) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
(xi) According to the information and explanations given to us, the
company has not given any guarantees for loans taken by others from
banks and financial institutions and thus the questions of whether the
terms and conditions are prima facie prejudicial to interest of company
does not arise.
(xii) In our opinion and according to the information given to us, the
term loan raised by the Company has been applied for the purpose for
which the loan was obtained.
(xiii) In our opinion and according to the information and explanations
given to us, and on an overall examination of the balance sheet of the
Company, funds raised on short term basis have prima facie, not been
used during the year for long term investment.
(xiv) According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained u/s 301 of the
Companies Act, 1956, during the year and hence the question of whether
the price at which shares have been issued is prejudicial to interest
of company does not arise.
(xv) To the best of our knowledge and according to the information and
explanations given to us, the Company has not issued any debentures and
hence the question of whether security has been created for debentures
issued does not arise.
(xvi) As informed to us, the Company has not raised monies by public
issues during the year and hence the question of disclosure and
verification of end use of such monies does not arise.
(xvii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For J. L. BHATT & COMPANY
Chartered Accountants
Firm Reg. No: 101332W
YOGESH J. BHATT
Partner
Membership No. 30170
Mumbai, 19th May 2014
Mar 31, 2013
We have audited the attached Balance Sheet of Hindustan Hardy Spicer
Limited as at 31st March, 2013, and also the Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date both 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
ouropinion.
1. As required by the Companies (Auditor''s Report) Order, 2003 issued
by the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 & 5 of the said Order.
2. Further to our comments in the Annexure referred to in paragraph 1
above, we report that:
a. we have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the 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 it 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 are in compliance with the
Accounting Standards referred to in Section 211 (3C) of the Companies
Act, 1956;
e. On the basis of written representations received from the directors
and taken on record by the Board of Directors, we report that none of
the directors from whom such representations have been received 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; and
f. in our opinion and to the best of our information and according.to
explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2013;
ii) in the case of the Profit & Loss Account, 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 for the
year ended on that date.
ANNEXURE TO AUDITORS REPORT
(Referred to in paragraph 1 of our report of even date)
The nature of the Company''s business / activities during the year is
such that clauses (vi), (x), (xiii) and (xiv) of paragraph 4 of the
Companies (Auditor''s Report) Order, 2003 are not applicable to the
Company.
(i) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) Some of the fixed assets were physically verified during the year by
the Management in accordance with a programme of verification, which in
our opinion provides for physical verification of all the fixed assets
at reasonable intervals. According to the information and explanations
given to us no material discrepancies were noticed on such
verification.
c) During the year the Company has not disposed off any substantial
part of its fixed assets. Therefore, it has not affected the going
concern assumption of the Company.
(ii) In respect of its inventories:
a) As explained to us, inventories were physically verified during the
year by the Management at reasonable intervals.
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 the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us,
during the yearthe Company has not granted unsecured loans to any party
covered in the register maintained u/s 301 of the Companies Act 1956.
Accordingly sub-clauses (b) to (d) are not applicable.
b) According to the information and explanations given to us, the
Company has not taken loans, secured or unsecured, from companies,
firms or other parties covered in the register maintained u/s 301 of
the Companies Act 1956
Accordingly sub-clauses (f) and (g) are not applicable.
(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 and
services and we have not observed any continuing failure to correct
major weaknesses in such 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 of the Companies Act, 1956 have been entered in the register
required to be maintained under that Section.
b) Excluding certain transactions of purchase of goods of special
nature for which alternate quotations are not available, where each of
such transactions is in excess of Rs. 5 lakhs in respect any party, the
transactions have been made at price which are prima facie reasonable
having regard to the prevailing market price at the relevant time.
(vi) In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(vii) We have broadly reviewed the books of account and records
maintained by the Company relating to the manufacture of automotive
parts and accessories, pursuant to the rules by the Central Government
for the maintenance of cost records u/s 209(1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the records with a view to
determining whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to
us, the Central Government has not prescribed the maintenance of cost
records u/s 209(1) (d) of the Companies Act, 1956 for any other
products of the Company.
(viii) In respect of statutory dues;
a) According to the information and explanations given to us, the
Company has been generally regular in deposition undisputed Statutory
dues, including Provident Funds, Investor Education and Protection
Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax,
Custom Duty, Excise duty, Cess and any other material statutory dues
with the appropriate authorities. There are no arrears at the year end.
b) According to the information and explanations given to us, there are
no disputed statutory dues pertaining to income tax, sales tax, wealth
tax, service tax, customs duty, excise duty, octroi and cess which have
not been deposited as on 31 st March 2013
(ix) In our opinion and according to the information given to us, the
Company has not defaulted in Repayment of dues to banks.
(x) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
(xi) According to the information and explanations given to us, the
company has not given any guarantees for loans taken by others from
banks and financial institutions and thus the questions of whether the
terms and conditions are prima facie prejudicial to interest of company
does not arise.
(xii) In our opinion and according to the information given to us, the
term loan raised by the Company has been applied for the purpose for
which the loan was obtained.
(xiii) In our opinion and according to the information and explanations
given to us, and on an overall examination of the balance sheet of the
Company, funds raised on short term basis have prima facie, not been
used during the year for long term investment.
(xiv) According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained u/s 301 of the
Companies Act, 1956, during the year and hence the question of whether
the price at which shares have been issued is prejudicial to interest
of company does not arise.
(xv) To the best of our knowledge and according to the information and
explanations given to us, the Company has not issued any debentures and
hence the question of whether security has been created for debentures
issued does notarise.
(xvi) As informed to us, the Company has not raised monies by public
issues during the year and hence the question of disclosure and
verification of end use of such monies does not arise.
(xvii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For J. L. BHATT & COMPANY
Chartered Accountants
Firm Reg. No: 101332W
YOGESH J. BHATT
Partner
Membership No. 30170
Mumbai, 06th May 2013
Mar 31, 2012
We have audited the attached Balance Sheet of Hindustan Hardy Spicer
Limited as at 31st March, 2012, and also the Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date both 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.
1. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 & 5 of the said Order.
2. Further to our comments in the Annexure referred to in paragraph 1
above, we report that:
a. we have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the 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 it 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 are in compliance with the
Accounting Standards referred to in Section 211(3C) of the Companies
Act, 1956;
e. On the basis of written representations received from the directors
and taken on record by the Board of Directors, we report that none of
the directors from whom such representations have been received is
disqualified as on March 31, 2012 from being appointed as a director in
terms of clause (g) of sub-section (1) of Section 274 of the Companies
Act, 1956; and
f. in our opinion and to the best of our information and according to
explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012;
ii) in the case of the Profit & Loss Account, 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 for the
year ended on that date.
ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 1 of our report
of even date)
The nature of the Company's business / activities during the year is
such that clauses (vi), (x), (xiii) and (xiv) of paragraph 4 of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
Company.
(i) In respect of its fixed assets :
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) Some of the fixed assets were physically verified during the year by
the Management in accordance with a programme of verification, which in
our opinion provides for physical verification of all the fixed assets
at reasonable intervals. According to the information and explanations
given to us no material discrepancies were noticed on such
verification.
c) During the year the Company has not disposed off any substantial
part of its fixed assets. Therefore, it has not affected the going
concern assumption of the Company.
(ii) In respect of its inventories:
a) As explained to us, inventories were physically verified during the
year by the Management at reasonable intervals.
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 the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us,
during the year the Company has not granted unsecured loans to any
party covered in the register maintained u/s 301 of the Companies Act
1956.
Accordingly sub-clauses (b) to (d) are not applicable.
b) According to the information and explanations given to us, the
Company has not taken loans, secured or unsecured, from companies,
firms or other parties covered in the register maintained u/s 301 of
the Companies Act 1956
Accordingly sub-clauses (f) and (g) are not applicable.
(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 and
services and we have not observed any continuing failure to correct
major weaknesses in such 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 of the Companies Act, 1956 have been entered in the register
required to be maintained under that Section.
b) Excluding certain transactions of purchase of goods of special
nature for which alternate quotations are not available, where each of
such transactions is in excess of Rs. 5 lakhs in respect of any party,
the transactions have been made at price which are prima facie
reasonable having regard to the prevailing market price at the relevant
time.
(vi) In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the Management
have been commensurate with the size of the Company and the nature of
its business.
(vii) We have broadly reviewed the books of account and records
maintained by the Company relating to the manufacture of automotive
parts and accessories, pursuant to the rules by the Central Government
for the maintenance of cost records u/s 209(1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the records with a view to
determining whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to
us, the Central Government has not prescribed the maintenance of cost
records u/s 209(1) (d) of the Companies Act, 1956 for any other
products of the Company.
(viii) In respect of Statutory dues;
a) According to the information and explanations given to us, the
Company has been generally regular in deposition undisputed Statutory
dues, including Provident Funds, Investor Education and Protection
Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax,
Custom Duty, Excise duty, Cess and any other material statutory dues
with the appropriate authorities. There are no arrears at the year end.
b) According to the information and explanations given to us, there are
no disputed statutory dues pertaining to income tax, sales tax, wealth
tax, service tax, customs duty, excise duty, octroi and cess which have
not been deposited as on 31st March 2012
(ix) In our opinion and according to the information given to us, the
Company has not defaulted in repayment of dues to banks.
(x) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
(xi) According to the information and explanations given to us, the
company has not given any guarantees for loans taken by others from
banks and financial institutions and thus the questions of whether the
terms and conditions are prima facie prejudicial to interest of company
does not arise.
(xii) In our opinion and according to the information given to us, the
term loan raised by the Company has been applied for the purpose for
which the loan was obtained.
(xiii) In our opinion and according to the information and explanations
given to us, and on an overall examination of the balance sheet of the
Company, funds raised on short term basis have prima facie, not been
used during the year for long term investment.
(xiv) According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained u/s 301 of the
Companies Act, 1956, during the year and hence the question of whether
the price at which shares have been issued is prejudicial to interest
of company does not arise.
(xv) To the best of our knowledge and according to the information and
explanations given to us, the Company has not issued any debentures and
hence the question of whether security has been created for debentures
issued does not arise.
(xvi) As informed to us, the Company has not raised monies by public
issues during the year and hence the question of disclosure and
verification of end use of such monies does not arise.
(xvii) To the best of our knowledge and belief and according to the
information and explanations given us, no fraud on or by the Company
was noticed or reported during the year.
For J. L. BHATT & COMPANY
Chartered Accountants
Firm Reg. No: 101332W
YOGESH J. BHATT
Partner
Membership No. 30170
Mumbai, 16th April 2012
Mar 31, 2011
We have audited the attached Balance Sheet of Hindustan Hardy Spicer
Limited as at 31st March, 2011, and also the Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date both annexed thereto. These financial statements are the
responsibility of the Companys Management. Our responsibility is to
express an opinion on these financial state- ments based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
1. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 & 5 of the said Order.
2. Further to our comments in the Annexure referred to in paragraph 1
above, we report that:
a. we have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the 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 it 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 are in compliance with the
Accounting Standards referred to in Section 211(3C) of the Companies
Act, 1956;
e. On the basis of written representations received from the directors
and taken on record by the Board of Directors, we report that none of
the directors from whom such representations have been received is
disqualified as on March 31,2011 from being appointed asa director in
terms of clause (g) of sub-section (1) of Section 274 of the Companies
Act, 1956; and
f. in our opinion and to the best of our information and according to
explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2011;
ii) in the case of the Profit & Loss Account, 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 for the
year ended on that date.
ANNEXURE TO AUDITORS REPORT
(Referred to in paragraph 1 of our report of even date)
The nature of the Companys business / activities during the year is
such that clauses (vi), (x), (xiii) and (xiv) of paragraph 4 of the
Companies (Auditors Report) Order, 2003 are not applicable to the
Company.
(i) In respect of its fixed assets :
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) Some of the fixed assets were physically verified during the year by
the Management in accordance with a programme of verification, which in
our opinion provides for physical verification of all the fixed assets
at reasonable intervals. According to the information and explanations
given to us no material discrepancies were noticed on such
verification.
c) During the year the Company has not disposed off any substantial
part of its fixed assets. Therefore, ithas not affected the going
concern assumption of the Company.
(ii) In respect of its inventories:
a) As explained to us, inventories were physically verified during the
year by the Management at reasonable intervals.
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 the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us,
during the year the Company has not granted unsecured loans to any
party covered in the register maintained u/s 301 of the Companies Act
1956.
Accordingly sub-clauses (b) to (d) are not applicable.
b) According to the information and explanations given to us, the
Company has not taken loans, secured or unsecured, from companies,
firms or other parties covered in the register maintained u/s 301 of
the Companies Act 1956
Accordingly sub-clauses (f) and (g) are not applicable.
(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 and
services and we have not observed any continuing failure to correct
major weaknesses in such 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 of the Companies Act, 1956 have been entered in the register
required to be maintained under that Section.
b) Excluding certain transactions of purchase of goods of special
nature for which alternate quotations are not available, where each of
such transactions is in excess of Rs. 5 lakhs in respect of any party,
the transactions have been made at price which are prima facie
reasonable having regard to the prevailing market price at the relevant
time.
(vi) In our opinion, the internal audit functions carried out during
the year by a firm of Chartered Accountants appointed by the
Management have been commensurate with the size of the Company and
the nature of its business.
(vii) We have broadly reviewed the books of account and records
maintained by the Company relating to the manufacture of automotive
parts and accessories, pursuant to the rules by the Central Government
for the maintenance of cost records u/s 209(1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the records with a view to
determining whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to
us, the Central Government has not prescribed the maintenance of cost
records u/s 209(1) (d) of the Companies Act, 1956 for any other
products of the Company.
(viii) In respect of Statutory dues;
a) According to the information and explanations given to us, the
Company has been generally regular in deposition undisputed Statutory
dues, including Provident Funds, Investor Education and Protection
Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax,
Custom Duty, Excise duty, Cess and any other material statutory dues
with the appropriate authorities. There are no arrears at the year
end.
b) According to the information and explanations given to us, details
of disputed statutory dues pertaining to income tax, sales tax, wealth
tax, service tax, customs duty, excise duty, octroi and cess which have
not been deposited as on 31st March 2011 on account of any dispute are
given below:
Nature of Amount Period for which Forum where the
the dues (Rs. Lacs) the amount relates dispute is pending
(Assessment Years)
Income Tax 12.69** 2005-06 Income Tax
Appellate Tribunal
Total 12.69
** Subject to reduction as order giving effect to Commissioner of
Income Tax (Appeals) is awaited.
(ix) In our opinion and according to the information given to us, the
Company has not defaulted in
(x) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
(xi) According to the information and explanations given to us, the
company has not given any guarantees for loans taken by others from
banks and financial institutions and thus the question of whether the
terms and conditions are prima facie prejudicial to interest of company
does not arise.
(xii) In our opinion and according to the information given to us, the
term loan raised by the Company has been applied for the purpose for
which the loan was obtained.
(xiii) In our opinion and according to the information and explanations
given to us, and on an overall examination of the balance sheet of the
Company, funds raised on short term basis have prima facie, not been
used during the year for long term investment.
(xiv) According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained u/s 301 of the
Companies Act, 1956, during the year and hence the question of whether
the price at which shares have been issued is prejudicial to interest
of company does not arise.
(xv) To the best of our knowledge and according to the information and
explanations given to us, the Company has not issued any debentures and
hence the question of whether security has been created for debentures
issued does not arise.
(xvi) As informed to us, the Company has not raised monies by public
issues during the year and hence the question of disclosure and
verification of end use of such monies does not arise.
(xvii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For J. L. BHATT & COMPANY
Chartered Accountants
FirmReg.No:101332W
YOGESH J. BHATT
Partner
Membership No. 30170
Mumbai, 23.05.2011.
Mar 31, 2010
We have audited the attached Balance Sheet of Hindustan Hardy Spicer
Limited as at 31st March, 2010, and also the Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date both annexed thereto. These financial statements are the
responsibility of the Companys Management. Our responsibility is to
express an opinion on these financial state- ments based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards-require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
Statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
1. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 & 5 of the said Order.
2. Further to our comments in the Annexure referred to in paragraph 1
above, we report that:
a. we have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the 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 it 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 are in compliance with the
Accounting Standards referred to in Section 211 (3C) of the Companies
Act, 1956;
e. On the basis of written representations received from the directors
and taken on record by the Board of Directors, we report that none of
the directors from whom such representations have been received is
disqualified ason March 31,2010 from being appointed as a director in
terms of clause (g) of sub-section (1) of Section 274 of the Companies
Act, 1956; and
f. Attention is invited to Note No. 4(H) of Schedule 18 regarding
pending approval of the Central Government in respect of the
remuneration paid to chairman exceeding the limits prescribed under the
Companies Act 1956.
g. in our opinion and to the best of our information and according to
explanations given to us, the said accounts subject to paragraph (f)
above 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 & Loss Account, 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 for the
year ended on that date.
ANNEXURE TO AUDITORSREPORT
(Referred to in paragraph 1 of our report of even date)
The nature of the Companys business / activities during the year is
such that clauses (vi), (x), (xiii) and (xiv) of paragraph 4 of the
Companies (Auditors Report) Order, 2003 are not applicable to the
Company.
(i) In respect of its fixed assets :
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) Some of the fixed assets were physically verified during the year by
the Management in accordance with a programme of verification, which in
our opinion provides for physical verification of all the fixed assets
at reasonable intervals. According to the information and explanations
given to us no material discrepancies were noticed on such
verification.
c) During the year the Company has not disposed off any substantial
part of its fixed assets. Therefore, it has not affected the going
concern assumption of the Company.
(ii) In respect of its inventories:
a) As explained to us, inventories were physically verified during the
year by the Management at reasonable intervals.
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 the nature of its business.
c) in our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us,
during the year the Company has not granted unsecured loans to any
party covered in the register maintained u/s 301 of the Companies Act
1956.
Accordingly sub-clauses (b) to (d) are not applicable.
b) According to the information and explanations given to us, the
Company has not taken loans, secured or unsecured, from companies,
firms or other parties covered in the register maintained u/s 301 of
the Companies Act 1956
Accordingly sub-clauses (f) and (g) are not applicable.
(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 and
services and we have not observed any continuing failure to correct
major weaknesses in such 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 of the Companies Act, 1956 have been entered in the register
required to be maintained under that Section.
b) Excluding certain transactions of purchase of goods of special
nature for which alternate quotations are not available, where each of
such transactions is in excess of Rs. 5 lakhs in respect of any party,
the transactions have been made at price which are prima facie
reasonable having regard to the prevailing market price at the relevant
time.
(vi) In our opinion, the internal audit functions carried out during
the year by a Accountants appointed by the Management have been
commensurate with the size of the Company and the nature of its
business.
(vii) We have broadly reviewed the books of account and records
maintained by the Company relating to the manufacture of automotive
parts and accessories, pursuant to the rules by the Central Government
for the maintenance of cost records u/s 209(1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the records with a view to
determining whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to
us, the Central Government has not prescribed the maintenance of cost
records u/s 209(1) (d) of the Companies Act, 1956 for any other
products of the Company.
(viii) In respect of Statutory dues;
a) According to the information and explanations given to us, the
Company has been generally regular in deposition undisputed Statutory
dues, including Provident Funds, Investor Education and Protection
Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax,
Custom Duty, Excise duty, Cess and any other material statutory dues
with the appropriate authorities. There are no arrears at the year
end.
b) According to the information and explanations given to us, details
of disputed statutory dues pertaining to income tax, sales tax, wealth
tax, service tax, customs duty, excise duty, octroi and cess which have
not been deposited as on 31 st March 2010 on account of any dispute are
given below:
Nature of Amount Period for which Forum where the
the dues (Rs. Lacs) the amount relates dispute is pending
(Assessment Years)
Penalty under 0.66 2004-05 Commissioner of
Income Tax Act Income Tax (Appeals)
IncomeTax 12.69** 2005-06 Income Tax Appellate
Tribunal
Total 13.35
** Subject to reduction as order giving effect to Commissioner of
Income Tax (Appeals) is awaited.
(ix) In our opinion and according to the information given to us, the
Company has not defaulted in repayment of dues to banks.
(x) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
(xi) According to the information and explanations given to us, the
company has not given any guarantees for loans taken by others from
banks and financial institutions and thus the question of whether the
terms and conditions are prima facie prejudicial to interest of company
does not arise.
(xii) In our opinion and according to the information given to us, the
term loan raised by the Company has been applied for the purpose for
which the loan was obtained.
(xiii) In our opinion and according to the information and explanations
given to us, and on an overall examination of the balance sheet of the
Company, funds raised on short term basis have prima facie, not been
used during the year for long term investment.
(xiv) According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained u/s 301 of the
Companies Act, 1956, during the year and hence the question of whether
the price at which shares have been issued is prejudicial to interest
of company does not arise.
(xv) To the best of our knowledge and according to the information and
explanations given to us, the Company has not issued any debentures and
hence the question of whether security has been created for debentures
issued does not arise.
(xvi) As informed to us, the Company has not raised monies by public
issues during the year and hence the question of disclosure and
verification of end use of such monies does not arise.
(xvii) To the best of our knowledge and belief and according to the
information and explanations given us, no fraud on or by the Company
was noticed or reported during the year.
For J. L. BHATT & COMPANY
Chartered Accountants
YOGESH J.BHATT
Partner
Mumbai, 23.04. 2010. Membership No. 30170
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