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Auditor Report of Tine Agro Ltd.

Mar 31, 2023

Tine Agro Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone Ind AS standalone financial statements of Tine Agro Limited (“the Company”), which comprise the balance sheet as at 31st March 2023, and the statement of profit and loss and statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified opinion section of our report, the aforesaid standalone Ind AS standalone financials Statements give the information required by the companies Act, 2013 (‘Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally excepted in India, of the state of affairs and fair view of the company as at March 31, 2023, its profit (or loss), statement of changes in equity and cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

• Refer to Notes forming part of statement which includes the balance of Sundry Debtors, Sundry Creditors, Loans including deposits and advances are subject to confirmation from and reconciliation with the relevant parties as on the date of balance sheet date. We are not in position to verify the amounts at which such balances are receivable and payable.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr No

Key Audit Matters

Auditor’s Response

1

According to Ind AS 115, revenue to be recognized on satisfaction of

Our audit procedure included the following-

performance obligation and transfer of

We assessed the company’s process to

control pertaining to goods.

consider the time of transfer of control of goods.

Determination of transaction price for

We performed year end cut off procedures

measurement of revenue according to

to determine whether revenues are

Ind AS 115.

recorded in the correct period.

We used assessment of overall control environment relevant for measurement of revenue.

We performed testing of journals, with particular focus on manual adjustment to revenue account, to mitigate the risk of manipulation of revenue and profit figures.

Information other than the financial statements and Auditor''s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors’ Report, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the 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.

Management''s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement 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 Company’s 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.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor''s Responsibilities 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 auditor’s 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 skepticism 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s 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.

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 auditor''s 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

As required by the Companies (Auditor’s Report) Order, 2020 (“the order”) issued by the central government of india in terms of sub section (11) of section 143 of the act, we give a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

(a) We have sought and, except for the matters described in the basis for qualified opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except,

The confirmations of the balances outstanding as on the reporting date with customers, suppliers, unsecured borrowings, deposits and loans and advances are subject to confirmation with books of the counter parties.

(b) Except for the possible effects of the matter described in the basis for qualified opinion paragraph above, in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss and cash flow statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 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 in

“Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

(a) The Company does not have any pending litigations which would impact its financial position;

(b) The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(d) (i) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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(s) or entity(ies), including foreign entities (“Intermediaries”), 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 (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management has represented, that, to the best of it’s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), 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 (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

(e) The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

Date : 29th May, 2023 For, V S S B & Associates

Place : Ahmedabad Chartered Accountants

Firm No.121356W

Sd/-

(Vishves A Shah)

Partner M. No.109944 UDIN:23109944BGTKFC1180


Mar 31, 2014

1. We have audited the attached Balance Sheet of KANSAL FIBRES LIMITED as at 31st March, 2014, the Profit and Loss Account of the company and also the Cash Flow Statement 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement .An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) (Amendment) Order, 2003 ("the order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit,

b. In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of those books,

c. The Balance Sheet and 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, the Profit and Loss Account and the cash flow statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 ;

e. We draw attention to note 2 in the financial statements. The company incurred a net loss of Rs. 62,288,730/- during the year ended 31st March, 2014, and on that date. The accumulated loss of the company exceeds its paid-up capital. These factors along with other matters as set forth in Notes raise substantial doubt about the ability of the company to continue as a going concern in future.

f. Except as stated in (e) above, In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. ;

i) In case of Balance Sheet, of the state of Company''s affairs as at 31st March, 2014;

ii) In the case of Profit and Loss Account, of the loss of the company for the year ended on that date; and

iii) In the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

(REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, most of the fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the company. No material discrepancies were noticed on such verification.

(c) The company has not disposed off a substantial part of its fixed assets during the year.

(ii) According to information and explanations given to us, the company held no inventories during the year. As such clause (ii)-a, b and c are not applicable.

(iii) (a) According to the information and explanations given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence clause (iii)-(b), (c) and (d) are not applicable.

(b) The company has taken an unsecured loan from a party listed in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 44,29,597/-. Based on the information and explanations given to us, there are no stipulations regarding repayment of the principal amount and the payment of interest on the loan. Other terms and conditions of the loan, in our opinion, are not prima facie prejudicial to the interests of the company.

(iv) In our opinion, based on our observations and the information and explanations given to us, the company has in place adequate internal control systems commensurate with its size and the nature of its business, with regard to rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system. There were no transactions relating to purchase of inventory, fixed assets and the sale of goods during the year.

(v) (a) Based on the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies act, 1956 have been entered into the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The requirements relating to the maintenance of the cost records in terms of Section 209 (I) (d) of the Companies Act, 1956 are not applicable to the company.

(ix) Based on our examination of the records of the company and information and explanations given to us, there were no arrears of undisputed statutory dues outstanding as on 31st March, 2014 for more than six months from the date they become payable.

(x) The Company has accumulated losses of Rs. 62,288,730/- at the end of the financial year. The accumulate losses are more than 50% of the company''s net worth. The company has incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or banks or debenture holders.

(xii) As explained to us, the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause (xii) of the order are not applicable to the company.

(xiii) The company is not a Chit Fund or a Nidhi, mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of the order are not applicable to the company.

(xiv) Based on the information and explanations given to us and the records of the company examined by us, the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (xiv) of the order are not applicable to the company.

(xv) Based on our examination of records of the company and information and explanation given to us, the company has not given a guarantee in respect of loans taken by others from banks and financial institutions.

(xvi) In the absence of any term loans availed by the company, the provision of clause 4 (xvi) of the order are not applicable.

(xvii) In the absence of short-term funds raised by the company, the provisions of clause 4(xvii) of the order are not applicable.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies act, 1956.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year. Accordingly, the provisions of clause 4(xix) of the order are not applicable to the company.

(xx) According to the information and explanations given to us, the company has not raised any money by way of public issue during the year. Accordingly the provisions of clause 4(xx) of the order are not applicable to the company.

(xxi) According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.

For Raj Gupta & Co., Chartered Accountants FRN. 000203N

Place: Ludhiana Dated: 30/05/2014 Sd/- (CA R.K.Gupta) Partner M. No. 017039


Mar 31, 2013

1. We have audited the attached Balance Sheet of KANSAL FIBRES LIMITED as at 31st March, 2013, the Profit and Loss Account of the company and also the Cash Flow Statement 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement .An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) (Amendment) Order, 2003 ("the order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit,

b. In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of those books,

c. The Balance Sheet and 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, the Profit and Loss Account and the cash flow statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 ;

e. We draw attention to note 1 in the financial statements. The company incurred a net loss of Rs. 17,95,282/- during the year ended 31st March, 2013, and on that date. The accumulated losses of the company exceed its paid-up capital. These factors along with

other matters as set forth in Notes raise substantial doubt about the ability of the company to continue as a going concern in future.

f. Except as stated in (f) above, In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. ;

i) In case of Balance Sheet, of the state of Company''s affairs as at 31st March, 2013;

ii) In the case of Profit and Loss Account, of the loss of the company for the year ended on that date; and

iii) In the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, most of the fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the company. No material discrepancies were noticed on such verification.

(c) The company has not disposed off a substantial part of its fixed assets during the year.

(ii) According to information and explanations given to us, the company held no inventories during the year. As such clause (ii)-a, b and c are not applicable.

(iii) (a) According to the information and explanations given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1056. Hence clause (iii)-(b), (c) and (d) are not applicable.

(b) The company has taken an unsecured loan from a party listed in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 15,88,699/-. Based on the information and explanations given to us, there are no stipulations regarding repayment of the principal amount and the payment of interest on the loan. Other terms and conditions of the loan, in our opinion, are not prima facie prejudicial to the interests of the company.

(iv) In our opinion, based on our observations and the information and explanations given to us, the company has in place an adequate internal control systems commensurate with its size and the nature of its business, with regard to rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system. There were no transactions relating to purchase of inventory, fixed assets and the sale of goods during the year.

(v) (a) Based on the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies act, 1956 have been entered into the register maintained under that section.

(b)In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The requirements relating to the maintenance of the cost records in terms of Section 209 (I) (d) of the Companies Act, 1956 are not applicable to the company.

(ix) Based on our examination of the records of the company and information and explanations given to us, there were no arrears of undisputed statutory dues outstanding as on 31st March, 2013 for more than six months from the date they become payable.

(x) The Company has accumulated losses of Rs. 62,291,113/- at the end of the financial year. The accumulate losses are more than 50% of the company''s net worth. The company has incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or banks or debenture holders.

(xii) As explained to us, the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause (xii) of the order are not applicable to the company.

(xiii) The company is not a Chit Fund or a Nidhi, mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of the order are not applicable to the company.

(xiv) Based on the information and explanations given to us and the records of the company examined by us, the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (xiv) of the order are not applicable to the company.

(xv) Based on our examination of records of the company and information and explanation given to us, the company has not given a guarantee in respect of loans taken by others from banks and financial institutions.

(xvi) In the absence of any term loans availed by the company, the provision of clause 4

(xvi) of the order are not applicable.

(xvii) In the absence of short-term funds raised by the company, the provisions of clause 4(xvii) of the order are not applicable.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies act, 1956.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year. Accordingly, the provisions of clause 4(xix) of the order are not applicable to the company.

(xx) According to the information and explanations given to us, the company has not raised any money by way of public issue during the year. Accordingly the provisions of clause 4(xx) of the order are not applicable to the company.

(xxi) According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.

FOR RAJ GUPTA & CO.,

CHARTERED ACCOUNTANTS

FRN. 000203N

Place: Ludhiana

Date: 21/05/2013 Sd/-

(CA R.K.Gupta)

PARTNER

M. No. 017039


Mar 31, 2012

1. We have audited the attached Balance Sheet of KANSAL FIBRES LIMITED as at 31st March, 2012, the Profit and Loss Account of the company and also the Cash Flow Statement 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement .An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) (Amendment) Order, 2003 ("the order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that :

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit,

b. In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of those books,

c. The Balance Sheet and 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, the Profit and Loss Account and the cash flow statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 ;

e. We draw attention to note 1 in the financial statements. The company incurred a net loss of Rs. 2,53,608/- during the year ended 31st March, 2012, and on that date. The accumulated losses of the company exceed its paid-up capital. These factors along with other matters as set forth in Note 1 raise substantial doubt about the ability of the company to continue as a going concern in future.

f. Except as stated in (f) above, In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. ;

i) In case of Balance Sheet, of the state of Company's affairs as at 31st March, 2012;

ii) In the case of Profit and Loss Account, of the loss of the company for the year ended on that date; and

iii) In the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT RE: KANSAL FIBRES LIMITED (REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, most of the fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the company. No material discrepancies were noticed on such verification.

(c) The company has not disposed off a substantial part of its fixed assets during the year.

(ii) According to information and explanations given to us, the company held no inventories during the year. As such clause (ii)-a, b and c are not applicable.

(iii) (a) According to the information and explanations given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1056. Hence clause (iii)-(b), (c) and (d) are not applicable.

(b) The company has taken an unsecured loan from a party listed in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 12,26,899/-. Based on the information and explanations given to us, there are no stipulations regarding repayment of the principal amount and the payment of interest on the loan. Other terms and conditions of the loan, in our opinion, are not prima facie prejudicial to the interests of the company.

(iv) In our opinion, based on our observations and the information and explanations given to us, the company has in place an adequate internal control systems commensurate with its size and the nature of its business, with regard to rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system. There were no transactions relating to purchase of inventory, fixed assets and the sale of goods during the year.

(v) (a) Based on the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies act, 1956 have been entered into the register maintained under that section.

(b)In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The requirements relating to the maintenance of the cost records in terms of Section 209 (I) (d) of the Companies Act, 1956 are not applicable to the company.

(ix) Based on our examination of the records of the company and information and explanations given to us, there were no arrears of undisputed statutory dues outstanding as on 31st March, 2012 for more than six months from the date they become payable.

(x) The Company has accumulated losses of Rs. 6,04,95,831/- at the end of the financial year. The accumulate losses are more than 50% of the company's net worth. The company has incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or banks or debenture holders.

(xii) As explained to us, the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause (xii) of the order are not applicable to the company.

(xiii) The company is not a Chit Fund or a Nidhi, mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of the order are not applicable to the company.

(xiv) Based on the information and explanations given to us and the records of the company examined by us, the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (xiv) of the order are not applicable to the company.

(xv) Based on our examination of records of the company and information and explanation given to us, the company has not given a guarantee in respect of loans taken by others from banks and financial institutions.

(xvi) In the absence of any term loans availed by the company, the provision of clause 4

(xvi) of the order are not applicable.

(xvii) In the absence of short-term funds raised by the company, the provisions of clause 4(xvii) of the order are not applicable.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies act, 1956.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year. Accordingly, the provisions of clause 4(xix) of the order are not applicable to the company.

(xx) According to the information and explanations given to us, the company has not raised any money by way of public issue during the year. Accordingly the provisions of clause 4(xx) of the order are not applicable to the company.

(xxi) According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.



FOR RAJ GUPTA & CO., CHARTERED ACCOUNTANTS FRN. 000203N

Place: Ludhiana Dated: 29/08/2012

Sd/- (CA R.K.Gupta) PARTNER M. No. 017039


Mar 31, 2011

We have audited the attached Balance Sheet of KANSAL FIBRES LIMITED as at 31st March, 2011, the Profit and Loss Account of the company and the Cash Flow Statement 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) (Amendment) Order, 2003 ("the order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to above, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit,

b. In our opinion, proper books of account as required by the law have been kept by the Company so far as appears from our examination of those books,

c. The Balance Sheet and Profit and Loss Account and Cash Flow Statement deall with by this report are in agreement with the books of account,

d. In our opinion, the balance sheet, the Profit and Loss Account and the cash flow statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 ;

e. The annual accounts and annual returns of the company not having been filed for continuous three financial years, both the directors of the company stand disqualified in terms of Section 274 (1) (g) of the Companies Act.

f. We draw attention to note 1 in the financial statements. The company incurred a net loss of Rs. 2,26,838/- during the year ended 31st March, 2011, and on that date. The accumulated losses of the company exceed its paid-up capital. These factors along with other matters as set forth in Note 1 raise substantial doubt about the ability of the company to continue as a going concern in future.

g. Except as stated in (f) above, in our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the significant accounting policies and other accounts give the information required by the Companies Act, 1956 in the manner required and give a true and fair view in conformity with the accounting principles generally accepted in India.;

i) In case of Balance Sheet, of the state of Company's affairs as at 31st March, 2011 and

ii) In case of Profit and Loss Account, of the loss of the company for the year ended on that date.

iii) In the case of the cash flow statement, of the case flow for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT RE: KANSAL FIBRES LIMITED (REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, most of the fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the company. No material discrepancies were noticed on such verification.

(c) The company has not disposed off a substantial part of its fixed assets during the year.

(ii) According to information and explanations given to us, the company held no inventories during the year. As such clause (ii)-a, b and c are not applicable.

(iii) (a) According to the information and explanations given to us. The company has not granted any loans, secured or unsecured, to any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1056. Hence clause (b), (c) and (d) are not applicable to the said company.

(b) The company has taken an unsecured loan from a party listed in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.976899/-. Based on the information and explanations given to us, there are no stipulations regarding repayment of the principal amount and the payment of interest on loan. Other terms and conditions of the loan, in our opinion, are not prima facie prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with its size and the nature of its business, with regard to rendering of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system. There were no transactions relating to purchase of inventory, fixed assets and the sale of goods during the year.

(v) (a) Based on the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in section 301 of the companies act, 1956 have been entered into the register maintained under that section.

(b)In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public.

(vii) In our opinion, the company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) The requirements relating to the maintenance of the cost records in terms of under section 209 (I) (d) of the Companies Act, 1956 is not applicable to the company.

(ix) Based on our examination of the records of the company and information and explanations given to us, there were no arrears of undisputed statutory dues outstanding as on 31st March, 2011 for more than 6 months from the date they become payable.

(x) The Company have accumulated losses at the end of financial year amounting to Rs. 60235935/-. The accumulate losses are more than 50% of the company's net worth. The company has incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or banks or debentures holders.

(xii) As explained to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause (xii) of the order are not applicable to the company.

(xiii) The company is not a Chit Fund or a Nidhi, mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of the order are not applicable of the company.

(xiv) Based on the information and explanation given to us and the records of the company examined by us. The company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (xiv) of the order are not applicable to the company.

(xv) Based on our examination of records of the company and information and explanation given to us, the company has not given a guarantee in respect of loans taken by others from banks and financial institutions.

(xvi) In the absence of any term loans availed by the company, the provision of clause 4 (xvi) of the order are not applicable.

(xvii) In the absence of short-terms funds raised by the company, the provisions of clause 4(xvii) of the order are not applicable.

(xviii) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies act, 1956.

(xix) According to the information and explanations given to us, the company has not issued debentures during the year. Accordingly, the provisions of clause 4(xix) of the order are not applicable to the company.

(xx) According to the information and explanations given to us, the company has not raised any money by way of public issue during the year. Accordingly the provision of clause 4(xx) of the order are not applicable the company.

(xxi) According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the company. Has been noticed or reported by the company during the year.

FOR RAJ GUPTA & CO.,

CHARTERED ACCOUNTANTS

FRN. 000203N

Place: Ludhiana

Dated: 22.07.2011

Sd/-

(CA R.K.Gupta)

PARTNER


Mar 31, 2010

We have audited the attached Balance Sheet of KANSAL FIBRES LIMITED as at 31st March, 2010, the Profit and Loss Account of the company and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) (Amendment Order 2004) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent to which it is applicable to the company.

2. Further to our comments in the annexure referred to in paragraph (1) above, state that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by the law have been kept by the Company so far as appears from our examination of such books ;

c. The Balance Sheet and Profit and Loss Account as referred to in this report are in agreement with the books of account;

d. In our opinion, the Profit and Loss Account and the Balance Sheet of the company comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e. During the year ended 31.03.2010 the company has undertaken no activity except hiring out its solve vehicle, the proceeds of which are insufficient to meet the Expenses of the Company. The company has incurred cash loss amounting to Rs. 240110/- during the year. The accumulated losses of the company have eroded more than 100% of its capital.

The net worth of the company is negative Rs. (2133502/-). In our opinion and according to the information and explanation given to us, the prevailing situation of the company vitiates the basic accounting assumption of going concern and there is substantial doubt regarding continuation of companies' activity for unforeseeable future.

f. Subject to Point E in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner required and give a true and fair view ;

i) In case of Balance Sheet, of the state of Company's affairs as at 31st March, 2010 and

ii) In case of Profit and Loss Account, of the loss of the company for the year ended on that date.

iii) In the case of the cash flow statement, of the case flow for the year ended on that date.

g. On the basis of confirmations received from the directors, none of the director is disqualified from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Companies act, 1956.

ANNEXURE TO AUDITORS' REPORT RE : KANSAL FIBRES LIMITED (REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has physically verified all the assets during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(ii) In respect of its inventories.

(a) As explained to us, and according to the information and explanations given to us the company owned no inventories during the year.

(iii) (a) The company has not granted any loans, secured or unsecured, to any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1056. According to the information and explanations given to us. So, provisions of clause (b), (c) and (d) is not applicable to the said company.

(b) The company has not taken any loans, secured or unsecured, from any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. According to the information and explanations given to us.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets.

(v) In our opinion and according to the information and explanations given to us all the particulars of contracts or arrangements required to be made in the register maintained in pursuance of Section 301 of the Companies Act, 1956 has been made.

(vi) The company has not accepted any deposits within the year.

(vii) In our opinion, the company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) The order made by the Central Government for the maintenance of cost records under section 209 (I) (d) of the Companies Act, 1956 is not applicable to the company.

(ix) According to the information and explanations given to us, in respect of statutory and other dues.

(a) The company has been regular in depositing undisputed statutory dues, Including Provident fund, Investor Education and protection fund, Employees State Insurance, Income Tax, Sales tax, Custom Duty, Excise Duty, cess and any other statuary dues with the appropriate authorities during the year except the following : -

Name of the Party Nature of Payment Amount

Ludhiana Stock Exchange Listing Fees 168000/-

Ahmedabad Stock Exchange Listing Fees 60000/-

Delhi Stock Exchange Listing Fees 60000/-

Bombay Stock Exchange Listing Fees 11330/-

(b) No disputed amount is pending.

(x) The Company have accumulated losses at the end of the year amounting to Rs. 60001502/- (Previous Year Rs. 59753794/-) and has incurred cash losses during the current year amounting to Rs. 240110/- (Previous Years Cash Loss Rs. 223199/-).

(xi) Based on our procedures on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions or banks.

(xii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial Institutions.

(xiv) To the best of our knowledge and according to the information and explanations given to us, No term loans has been availed by the Company.

(xv) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for the purposes for which the loans were obtained and vise-versa other than temporary deployment pending application.

(xvi) The company has not made any preferential allotment during the year.

(xvii) The company has not raised any money by public issue during the year.

(xviii) To the best of knowledge and belief and according to the information and explanations given to us, no fraud or by the company has been noticed or reported during the course of our audit.

FOR RAJ GUPTA & CO.,

CHARTERED ACCOUNTANTS Place: Ludhiana

Dated: 10.05.2010

Sd/-

(CA R.K.Gupta)

PARTNER

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