Mar 31, 2018
Report on the Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of MAZDA LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018, 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.
Managementâs Responsibility for the Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (âInd ASâ) prescribed under Section 133 of the Act, read with the Companies ( Indian Accounting Standard) Rules, 2015, as amended 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and order issued under section 143(11) of the Act.
We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and givea true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other Matters
The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening Balance Sheet as at 1st April, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March, 2017 and 31st March, 2016 dated 30th May, 2017 and 30th May, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Our opinion on the Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, based on our audit, we report to the extent applicable that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the relevant books of account;
d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act;
e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2)of the Act;
f) With respect to the adequacy of the Internal Financial Controls over financial reporting of the company, and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ. 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 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 Ind AS financial statements -Refer Note 38 to the financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
(Referred to the paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)
i. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets;
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the company, nature and value of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) In our opinion and according to information and explanations given to us and on the basis of an examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The inventory except goods-in-transit has been physically verified by the Management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. For goods-in-transit at year end, relevant evidences have been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been dealt with in books of account.
iii. In our opinion and according to information & explanation given to us, the company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of Clause (iii) of paragraph 3 of the order are not applicable to the Company.
iv. In our opinion and according to information and explanations given to us, the Company has complied with provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.
v. According to the information and explanations given to us, the Company has not accepted any deposit nor has any unclaimed deposit within the meaning of the provisions of Sections 73 to 76 or any other relevant provision of the Act and the rules framed there under. Accordingly, the provisions of Clause (v) of paragraph 3 of the Order are not applicable to the Company.
vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under subsection (1) of section 148 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
vii. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Goods and Service tax, cess, and any other material statutory dues, as applicable, with the appropriate authorities.
b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Goods and Service tax, Cess and any other material statutory dues were in arrears as at 31st March, 2018 for a period of more than six months from the date they became payable.
c) According to the information and explanations given to us, details of dues towards Income Tax and Service Tax which have not been deposited by the Company on account of disputes are as follows,
Name of the Statute |
Nature of the Dues |
Amount (in Rs.) |
Period to which amount relates |
Forum where dispute is pending |
Income tax Act, 1961 |
Income Tax |
14,01,977 |
A.Y. 2011-12 to 2014-15 |
Commissioner of Income Tax (Appeals) |
Service tax |
Service Tax penalty |
14,17,325 |
F.Y. 2012-13 to 2013-14 |
Customs, Excise & Service Tax Appellate Tribunal |
According to the information and explanations given to us, there are no dues of Sales tax, Excise Duty, Custom Duty, Value Added Tax and Cess which have not been deposited with the appropriate authorities on account of any dispute.
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures.
ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans during the year. Accordingly, the provisions of clause (ix) of paragraph 3 of the Order are not applicable to the Company.
x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of the Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, the provisions of Clauses (xii) of paragraph 3 of the Order are not applicable to the Company.
xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transaction with the Directors or Persons connected with its Directors and covered under Section 192 of the Act. Accordingly, the provisions of Clause (xv) of paragraph 3 of the Order are not applicable to the Company.
xvi. According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, Clause (xvi) of paragraph 3 of the Order is not applicable to the Company.
Report on the Internal Financial Controls under Clause (I) of sub-section 3 of Section 143 of the Companies Act, 2013 (the âActâ)
We have audited the internal financial controls over financial reporting of Mazda Limited (the âCompanyâ) as of 31st March, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companyâs business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs Internal Financial Control over Financial Reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered accountants of India and the Standards on Auditing prescribed undersection 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate Internal Financial Control over Financial Reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal Financial Controls system over Financial Reporting and their operating effectiveness. Our audit of Internal Financial Control over Financial Reporting included obtaining an understanding of Internal Financial Control over Financial Reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs Internal Financial Control system over Financial Reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Companyâs Internal Financial Control over Financial Reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs Internal Financial Control over Financial Reporting includes those policies and procedures that:
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of Internal Financial Controls system over Financial Reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the Internal Financial Controls over Financial Reporting, to future periods are subject to the risk that Internal Financial Controls over Financial Reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the criteria for internal financial controls over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Mayank Shah& Associates
Chartered Accountants
Firm Registration No: 106109W
M.S. SHAH
Ahmedabad Partner
May 29, 2018 Membership No. 044093
Mar 31, 2016
TO THE MEMBERS OF MAZDA LIMITED
REPORT ON THE STANDALONE FINANCIAL STATEMENTS
We have audited the accompanying standalone financial statements of Mazda Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.
MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.
AUDITORSâ RESPONSIBILITY
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companyâs directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
OPINION
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in the âAnnexure-Aâ statement on the matters specified in paragraph 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Profit and Loss Statement, and the 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 March 31, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, 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 âAnnexure Bâ.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 31 of notes to the financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
ANNEXURE - A TO THE INDEPENDENT AUDITORSâ REPORT
(Referred to in Paragraph 1 of our report of even date)
1) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars including quantitative details and situation of all fixed assets.
b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
2) As explained to us, physical verification of the inventories have been conducted at reasonable intervals by the management, which in our opinion is reasonable, having regard to the size of the Company and nature of its inventories. No material discrepancies were noticed on such physical verification.
3) The Company has not granted any loans secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act.
4) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect of grant of loans, making investment and providing guarantees and securities as applicable.
5) According to the information and explanations provided to us, the company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014, as amended, would apply.
6) We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that, the prescribed accounts and cost records have been made and maintained. We have, however, not made a detailed examination of the same.
7) In respect of statutory dues:
a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been regularly deposited with the appropriate authorities. According to information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 March, 2016 for a period of more than six months from the date they become payable.
b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues Income-Tax, Sales Tax, Value Added Tax, Service Tax, Duty of Customs, Duty of Excise which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned in Note 31 of notes to the financial statements.
8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks. The company does not have any borrowings from financial institution, government or by way of debentures.
9) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.
10) According to information and explanation given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
11) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
12) According to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.
13) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
14) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
15) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him.
16) The company is not required to be registered under Section 45-IA of Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the company.
ANNEXURE-B TO THE AUDITORSâ REPORT
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Mazda Limited (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Apaji Amin & Co LLP
Chartered Accountants
Registration No.100513W/W100062
Tehmul B. Sethna
Place: Ahmedabad Partner
Date: 30/05/2016 Membership No: 035476
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Mazda Limited ("the Company"), which comprise the Balance Sheet as
at March 31, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE 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 and cash flows of the Company in accordance with
the accounting principles generally accepted in India including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventingand 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.
AUDITORS' RESPONSIBILITY
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment
of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the
Company's preparation of the financial statements that give a true
and fair view in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion
on whether the Company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by the Company's directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
OPINION
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31,2015, and its profit and its cash flows for the year ended
on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
As required by the Companies (Auditor's Report) Order, 2015 ("the
order") issued by the Central Government in terms of Section 143(11)
of the Act, we give in the Annexure a statement on the matters
specified in paragraph 3 and 4 of the Order.
As required by Section 143(3) of the Act, we report that:
1) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit;
2) 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.
3) The Balance Sheet, the Profit and Loss Statement, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
4) 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;
5) On the basis of the written representations received from the
directors as on March 31,2015, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015,
from being appointed as a director in terms of Section 164 (2) of the
Act.
6) 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:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements as referred to in Note
31 of notes to the financial statements.
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
and as required on long-term contracts including derivative contracts.
iii. There has been a delay of 26 days in transferring the amount of
Rs. 82,767/-, required to be transferred, to the Investor Education and
Protection Fund by the Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(Referred to under 'Report on Other Legal and Regulatory
Requirements' section of the Independent Auditors' Report of even date
to the members of Mazda Limited on the Financial Statements as of and
for the year ended March 31, 2015)
1) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of all fixed assets.
b) As explained to us, the fixed assets have been physically verified
by the management during the year in a phased periodical manner, which
in our opinion is reasonable, having regards to the size of the Company
and nature of its assets. No material discrepancies were noticed on
such physical verification.
2) In respect of its inventories:
a) As explained to us, inventories have been physically verified by the
management at regular intervals during the year. In our opinion, the
frequency of such verification is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) The Company is maintaining proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3) The Company has not granted any loans secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act.
4) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also for the sale of goods.
Further on the basis of our examination of the books and records of the
Company and according to the information and explanations given to us,
we have neither come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal control
systems.
5) According to the information and explanations provided to us, the
company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
Section 73 to 76 or any other relevant provisions of the Act and the
Companies (Acceptance of Deposits) Rules, 2014, as amended, would
apply.
6) We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the Central Government under sun-section (1) of Section
148 of the Act and are of the opinion that, prima facie the prescribed
cost records have been made and maintained. We have, however, not made
a detailed examination of the cost records with a view to determine
whether they are accurate or complete.
7) According to the information and explanations given to us, in
respect of statutory dues:
a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees' State Insurance,
Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and
other material Statutory dues applicable to it with the appropriate
authorities.
b) There were no undisputed amounts payable in respect of Provident
Fund, Employees' State Insurance, Income-Tax, Sales Tax, Wealth Tax,
Customs Duty, Excise Duty, Cess and other material Statutory dues in
arrears as at 31st March, 2015 for a period of more than six months
from the date they became payable.
c) According to the information and explanations given to us and the
records of the Company examined by us, there are no statutory dues
including Provident Fund, Employees' State Insurance, Income-Tax,
Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other which
have not been deposited on account of any dispute.
d) There has been a delay of 26 days in transferring the amount of Rs.
82,767/-, required to be transferred, to the Investor Education and
Protection Fund by the Company.
8) The Company has no accumulated losses and has not incurred any cash
losses in the financial year ended on that date or in the immediately
preceding financial year.
9) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
financial institutions and banks. The company has not issued any
debentures.
10) In our opinion and according to information and explanations given
to us, the Company has not given guarantees for loans taken by others
from banks or financial institutions.
11) The Company has not raised any term loans during the year.
12) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instances of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
For Apaji Amin & Co. LLP
Chartered Accountants
Registration No.100513W/W100062
Tehmul B. Sethna
Place: Ahmedabad Partner
Date: 30/05/2015 Membership No: 35476
Mar 31, 2014
1. We have audited the accompanying financial statements of MAZDA
LIMITED (''the Company''), which comprise the Balance Sheet as at March
31, 2014, 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
2. Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position of
the Company in accordance with the accounting principles generally
accepted in India, including 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
3. 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 misstatements.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion. Opinion
6. 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, 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
7. As required by the Companies(Auditors Report) Order,2003("the
order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
8. 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, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report is in agreement with the books
of account.
(d) In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Companies Act,
1956.
(e) On the basis of the written representations received from the
directors as on March 31, 2014, 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 Independent Auditors Report:
Referred to in paragraph 7 of the Independent Auditors'' Report of even
date to the members of Mazda Limited on the Financial Statements as of
and for the year ended March 31, 2014
1. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of all fixed assets on the
basis of available information.
b. As explained to us, the fixed assets have been physically verified
by the management during the year in a phased periodical manner, which
in our opinion is reasonable, having regards to the size of the Company
and nature of its assets. No material discrepancies were noticed on
such physical verification.
c. The Company has not disposed of substantial part of fixed assets
during the year; accordingly the going concern status of the Company is
not affected.
2. In respect of its inventories:
a. As explained to us, inventories have been physically verified by
the management at regular intervals during the year. In our opinion,
the frequency of such verification is reasonable.
b. In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company is maintaining proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Act.
a. According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to Companies,
firms and other parties covered in the register maintained under
section 301 of the Act. Accordingly, clause 4(iii) (b), (c) and (d) of
the Companies (Auditor''s Report) Order, 2003 is not applicable to the
Company.
b. According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from Companies,
firms and other parties covered in the register maintained under
section 301 of the Act.
c. In our opinion and according to the information and explanations
given to us, the rate of interest, wherever applicable and other terms
and conditions are not prima facie prejudicial to the interest of the
Company.
d. In respect of loans taken by the Company in earlier years, the
interest payments are regular and the principal amount is repayable on
demand.
e. There is no overdue amount in respect of loans taken by the
Company.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also for the sale of goods.
Further on the basis of our examination of the books and records of the
Company and according to the information and explanations given to us,
we have neither come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal control
systems.
5. In respect of the contracts or arrangements referred to in Section
301 of the Act.
a. According to the information and explanations given to us, we are
of the opinion that particulars of contracts or arrangements referred
to in Section 301 of the Act, have been entered in the register
required to be maintained under that Section; and
b. According to the information and explanations given to us, the
transactions made in pursuance of such contracts or arrangements an
exceeding the value of five lakhs rupees in respect of any party during
the year have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
6. In our opinion and according to the information and explanations
provided to us, the company has not accepted deposits from the public.
Therefore the provision of the clause 4(vi) of the order is not
applicable to the company.
7. In our opinion, the internal audit system of the Company is
commensurate with its size and nature of its business.
8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the Act
and are of the opinion that prima facie the prescribed cost records
have been maintained. We have, however, not made a detailed examination
of the cost records with a view to determine whether they are accurate
or complete.
9. In respect of statutory dues:
a. According to the information and explanations given to us and the
records of the Company examined by us, in our opinion undisputed
statutory dues including Provident Fund, Employees'' State Insurance,
Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and
other Statutory dues have been generally regularly deposited with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31st March, 2014 for a period of more than
six months from the date of becoming payable.
b. According to the information and explanations given to us and the
records of the Company examined by us, there are no statutory dues
including Provident Fund, Employees'' State Insurance, Income-Tax, Sales
Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other which have
not been deposited on account of any dispute.
10. The Company has no accumulated losses and has not incurred any
cash losses in the financial year ended on that date or in the
immediately preceding financial year.
11. According to the records of the Company examined by us and
explanations given to us, the Company has not defaulted in repayment of
dues to financial institutions, banks or debenture holders as at the
balance sheet date.
12. 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.
13. The provisions of any special statute applicable to chit fund /
nidhi /mutual benefit fund/ society are not applicable to the Company.
14. The Company has no transactions relating to trading in securities,
debentures and other investments.
15. According to information and explanations given to us, the Company
has not given guarantees for loans taken by others from banks or
financial institutions.
16. In our opinion and according to the information and explanations
given to us on an overall basis, the term loans have been applied for
the purposes for which they were raised.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no funds raised on short term basis have been used for long term
investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the Register
maintained under Section 301 of the Act.
19. During the period covered by Audit Report, the company has not
issued any debentures. Therefore, a provision of clause 4(xix) of the
Companies (Auditors'' Report) Order, 2003 is not applicable to the
company.
20. The Company has not raised any money by way of public issue during
the year.
21. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instances of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
For APAJI AMIN & CO.
Chartered Accountants
Firm Registration No : 100513W
Tehmul Sethna
Place: Ahmedabad Partner
Date: 29/05/2014 Membership No: 35476
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of Mazda
Limited ("the Company"), which comprise the Balance Sheet as atMarch
31, 2013, and the Statementof Profit and Loss and Cash Flow Statement
for the year then ended, andasummary of significant accounting policies
and other explanatory information.
Management''s Responsibilityforthe Financial Statements
2. Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
3. 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.
4. 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.
5. We believe that the audit evidence we have obtainedis sufficient
and appropriate toprovide abasis for our audit opinion.
Opinion
6. 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 theAct 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 ofthe Balance Sheet, ofthe state ofaffairs ofthe Company
asat March 31, 2013;
ii) in the case ofthe Profit and LossAccount, ofthe profit for the year
ended onthat date; and
iii) in the case ofthe Cash Flow Statement, ofthe cash flows for the
year ended onthat date.
ReportonOther Legal andRegulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
8. As required by section 227(3) of theAct, wereport that:
i) 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;
ii) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books [and proper returns adequate for the purposes of our audit have
been received from branches not visited by us];
iii) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account [and with the returns received from branches not visited by
us];
iv) 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 CompaniesAct, 1956;
v) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub- section (1) of
section 274 of the CompaniesAct, 1956.
vi) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
CompaniesAct, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
ANNEXURE TO INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 7 of the Independent Auditors'' Report of even
date to the members of Mazda Limited on the Financial Statements as of
and for the year ended March 31, 2013)
1. Inrespectof its fixed assets:
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of all fixed assets on the
basisof available information.
b. As explained to us, the fixed assets have been physically verified
by the management during the year in a phased periodical manner, which
in our opinion is reasonable, having regards to the size of the Company
and nature of its assets. No material discrepancies were noticed onsuch
physical verification.
c. The Company has not disposed of substantial part of fixed assets
during the year; accordingly the going concern status of the Companyis
not affected.
2. In respectof its inventories:
a. As explained to us, inventories have been physically verified by
the management at regular intervals during the year. In our opinion,
the frequency ofsuch verification is reasonable.
b. In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate inrelation tothe
size ofthe Company and the nature of its business.
c. The Company is maintaining proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification ofinventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the CompaniesAct, 1956:
a. According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to Companies,
firms and other parties covered in the register maintained under
section 301 of the Companies Act, 1956. Accordingly, clause 4(iii) (b),
(c) and (d) of the Companies (Auditor''s Report) Order, 2003 is not
applicableto the Company.
b. According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from Companies,
firms and other parties coveredin the register maintained under section
301of the CompaniesAct, 1956.
c. In our opinion and according tothe information and explanations
given to us, the rate of interest, wherever applicable and other terms
and conditions are not prima facie prejudicial tothe interest ofthe
Company.
d. In respect of loans taken by the Company in earlier years, the
interest payments are regular and the principal amount is repayable on
demand.
e. Thereisnooverdue amountinrespectofloans takenbytheCompany.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also for the sale of goods.
Further on the basis of our examination of the books and records of the
Company and according to the information and explanations given to us,
we have neither come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal control
systems.
5. In respectof the contractsor arrangements referredtoin Section 301
ofthe CompaniesAct, 1956:
a. Accordingto the information and explanations givento us, weareof
the opinion that particulars ofcontractsor arrangements referred toin
Section 301 of the CompaniesAct, 1956 have been enteredin the register
required tobe maintained under that Section; and
b. According to the information and explanations given to us, the
transactions made in pursuance of such contracts or arrangements an
exceeding the value of five lakhs rupees in respect of any party during
the year have been made at prices which are reasonable having regard to
the prevailing market prices atthe relevant time.
6. The Company has not accepted any deposits from the public within
the meaning of section 58A and 58AA or any other relevant provisions
ofthe CompaniesAct, 1956 and the rules framed there under.
7. In our opinion, the internal audit systemof the Company
iscommensurate with its size and natureof its business.
8. We have broadly reviewed the cost records maintained by the Company
pursuantto the Companies (CostAccounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the
CompaniesAct, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate orcomplete.
9. In respect of statutory dues:
a. According tothe information and explanations given tous and the
records ofthe Company examined byus,in our opinion undisputed statutory
dues including Provident Fund, Employees'' State Insurance, Income-Tax,
Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other
statutory dues have been generally regularly deposited with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31st March, 2013 foraperiodofmorethan six
months fromthe dateofbecoming payable.
b) According to the information and explanations given to us and the
records of the Company examined by us, there are no statutory dues
including Provident Fund, Employees'' State Insurance, Income-Tax, Sales
Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other which have
not been deposited on account ofany dispute.
10. The Company has no accumulated losses and has not incurred any cash
losses in the financial year ended on that date or in the immediately
preceding financial year.
11. According to the recordsof the Company examined by us and
explanations given to us, the Company has not defaulted in repayment of
duestofinancial institutions, banksordebenture holders as at the
balance sheet date.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
wayofpledgeofshares, debentures and other securities.
13. The provisions ofany special statute applicabletochit fund/nidhi
/mutual benefit fund/ society are not applicable tothe Company.
14. The Company has notransactions relating to tradingin securities,
debentures and other investments.
15. According to information and explanations given to us, the Company
has not given guarantees for loans taken by others from banks or
financial institutions.
16. In our opinion and according to the information and explanations
given to us on an overall basis, the term loans have been applied for
the purposes for which they were raised.
17. According to the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we report
thatno funds raisedonshort term basis have been used for long term
investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the Register
maintained under Section301ofthe CompaniesAct,1956.
19. During the period covered by Audit Report, the company has not
issued any debentures. Therefore, a provision of clause 4(xix) of the
Companies (Auditors'' Report) Order, 2003is not applicableto the
company.
20. TheCompanyhas not raised anymoneybywayofpublic issue duringthe
year.
21. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instances of
materialfraudonorbytheCompany,noticedorreportedduring theyear,nor
havewebeen informedofsuchcasebymanagement.
FOR APAJIAMIN & CO.,
Chartered Accountants
Firm Registration No.100513W
Place : Ahmedabad T.B.SETHNA
Date : 25/05/2013 Partner
Membership No.35476
Mar 31, 2012
1. We have audited the attached Balance Sheet of MAZDA LIMITED as at
31st March, 2012, the Profit and Loss Account and the Cash Flow
Statement of the Company for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003
issued by the Central Government of India as amended by the Companies
(Auditor's Report) (Amendment) Order, 2004, in terms of sub-section
(4A) of section 227 of the Companies Act, 1956, we enclose in the
Annexure hereto a statement on the matters specified in paragraphs 4
and 5 of the said order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b) In our opinion, proper books of accounts as required by law have
been kept at the Company so far as appears from our examination of
those books;
c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion the Balance Sheet, the Profit & Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred in sub-section (3C) of section 211 of the
Companies Act, 1956;
e) In our opinion, and based on information and explanation given to
us, none of the directors are disqualified as on 31st March, 2012 from
being appointed as directors in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, they said accounts read together with the
Significant Accounting Policies and other notes thereon gives the
information required by the Companies Act, 1956, in the manner so
required, and presented a true and fair view, in conformity with the
accounting principles generally accepted in India:
i) In so far as it relates to Balance Sheet, of the state of affairs of
the Company as at 31st March, 2012.
ii) In so far as it relates to the Profit & Loss Account, of the Profit
of the Company for the year ended on that date; and
iii) In so far as it relates to the Cash Flow Statement, of the cash
flows of the company for the year ended on that date.
1. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of all fixed assets on the
basis of available information.
b. As explained to us, the fixed assets have been physically verified
by the management during the year in a phased periodical manner, which
in our opinion is reasonable, having regards to the size of the Company
and nature of its assets. No material discrepancies were noticed on
such physical verification.
c. The Company has not disposed of substantial part of fixed assets
during the year; accordingly the going concern status of the Company is
not affected.
2. In respect of its inventories:
a. As explained to us, inventories have been physically verified by
the management at regular intervals during the year. In our opinion,
the frequency of such verification is reasonable.
b. In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company is maintaining proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
a. According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to Companies,
firms and other parties covered in the register maintained under
section 301 of the Companies Act, 1956. Accordingly, clause 4(iii)
(b), (c) and (d) of the Companies (Auditor's Report) Order, 2003 is not
applicable to the Company.
b. According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from Companies,
firms and other parties covered in the register maintained under
section 301 of the Companies Act, 1956.
c. In our opinion and according to the information and explanations
given to us, the rate of interest, wherever applicable and other terms
and conditions are not prima facie prejudicial to the interest of the
Company.
d. In respect of loans taken by the Company in earlier years, the
interest payments are regular and the principal amount is repayable on
demand.
e. There is no overdue amount in respect of loans taken by the
Company.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also for the sale of goods.
Further on the basis of our examination of the books and records of the
Company and according to the information and explanations given to us,
we have neither come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal control
systems.
5. lnrespectofthecontractsorarrangementsreferredtoinSection301 of the
Companies Act, 1956:
a. According to the information and explanations given to us, we are
of the opinion that 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; and
b. According to the information and explanations given to us, the
transactions made in pursuance of such contracts or arrangements an
exceeding the value of five lakhs rupees in respect of any party during
the year have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public within
the meaning of section 58A and 58AA or any other relevant provisions of
the Companies Act, 1956 and the rules framed there under.
7. In our opinion, the internal audit system of the Company is
commensurate with its size and nature of its business.
8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1 )(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
9. In respect of statutory dues:
a. According to the information and explanations given to us and the
records of the Company examined by us, in our opinion undisputed
statutory dues including Provident Fund, Employees' State Insurance,
Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and
other statutory dues have been generally regularly deposited with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31BI March, 2012 for a period of more than
six months from the date of becoming payable.
b) According to the information and explanations given to us and the
records of the Company examined by us, there are no statutory dues
including Provident Fund, Employees' State Insurance, Income-Tax,
Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other which
have not been deposited on account of any dispute.
10. The Company has no accumulated losses and has not incurred any
cash losses in the financial year ended on that date or in the
immediately preceding financial year.
11. According to the records of the Company examined by us and
explanations given to us, the Company has not defaulted in repayment of
dues to financial institutions, banks or debenture holders as at the
balance sheet date.
12. 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.
13. The provisions of any special statute applicable to chit fund /
nidhi /mutual benefit fund/ society are not applicable to the Company.
14. The Company has no transactions relating to trading in securities,
debentures and other investments.
15. According to information and explanations given to us, the Company
has not given guarantees for loans taken by others from banks
or financial institutions.
16. In our opinion and according to the information and explanations
given to us on an overall basis, the term loans have been applied for
the purposes for which they were raised.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no funds raised on short-term basis have been used for long term
investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the Register
maintained under Section 301 of the Companies Act, 1956.
19. During the period covered by Audit Report, the company has not
issued any debentures. Therefore, a provision of clause 4(xix) of the
Companies (Auditors' Report) Order, 2003 is not applicable to the
company.
20. The Company has not raised any money by way of public issue during
the year.
21. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instances of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
FOR and on behalf of,
APAJI AMIN & CO.,
Chartered Accountants
Firm Registration No.100513W
Place : Ahmedabad T. B. SETHNA
Date : 04/08/2012 Partner
Membership No. 35476
Mar 31, 2011
1. We have audited the attached Balance Sheet of MAZDA LIMITED as at
31st March, 2011, the Profit and Loss Account and the Cash Flow
Statement of the Company for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Central Government of India as amended by the Companies
(Auditor's Report) (Amendment) Order,2004, in terms of sub-section (4A)
of section 227 of the Companies Act, 1956, we enclose in the Annexure
hereto a statement on the matters specified in paragraphs 4 and 5 of
the said order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b) In our opinion, proper books of accounts as required by law have
been kept at the Company so far as appears from our examination of
those books;
c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion the Balance Sheet, the Profit & Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred in sub-section (3C) of section 211 of the Companies
Act, 1956;
e) In our opinion, and based on information and explanation given to
us, none of the directors are disqualified as on 31" March, 2011 from
being appointed as directors in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and other notes thereon gives the
information required by the Companies Act, 1956, in the manner so
required, and presented a true and fair view, in conformity with the
accounting principles generally accepted in India:
i) In sofaras it relates to Balance Sheet, of the state of affairs of
the Company as at 31st March, 2011.
ii) In so far as it relates to the Profit & Loss Account, of the Profit
of the Company for the year ended on that date; and
iii) In so far as it relates to the Cash Flow Statement, of the cash
flows of the company for the year ended on that date.
ANNEXURE TO AUDITORS' REPORT
(Referred to in Paragraph 3 of our report of even date)
1. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of all fixed assets on the
basis of available information.
b. As explained to us, the fixed assets have been physically verified
by the management during the year in a phased periodical manner, which
in our opinion is reasonable, having regards to the size of the Company
and nature of its assets. No material discrepancies were noticed on
such physical verification.
c. The Company has not disposed of substantial part of fixed assets
during the year; accordingly the going concern status of the Company is
not affected.
2. In respect of its inventories:
a. As explained to us, inventories have been physically verified by
the management at regular intervals during the year. In our opinion,
the frequency of such verification is reasonable.
b. In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company is maintaining proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under Section 301 oftheCompaniesAct, 1956:
a. According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to Companies,
firms and other parties covered in the register maintained under
section 301 of the Companies Act, 1956. Accordingly, clause 4(iii)
(b), (c) and (d) of the Companies (Auditor's Report) Order, 2003 is not
applicable to the Company.
b. According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from Companies,
firms and other parties covered in the register maintained under
section 301 of the Companies Act, 1956.
c. In our opinion and according to the information and explanations
given to us, the rate of interest, wherever applicable and otherterms
and conditions are not prima facie prejudicial to the interest of the
Company.
d. In respect of loans taken by the Company in earlier years, the
interest payments are regular and the principal amount is repayable on
demand.
e. There is no overdue amount in respect of loans taken by the
Company.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also for the sale of goods.
Further on the basis of our examination of the books and records of the
Company and according to the information and explanations given to us,
we have neither come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal control
systems.
5. ln respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a. According to the information and explanations given to us, we are
of the opinion that 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; and
b. According to the information and explanations given to us, the
transactions made in pursuance of such contracts or arrangements
exceeding the value of five lakhs rupees in respect of any party during
the year have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public within
the meaning of section 58A and 58AA or any other relevant provisions of
the Companies Act, 1956 and the rules framed there under.
7. In our opinion, the internal audit system of the Company is
commensurate with its size and nature of its business.
8. According to the information and explanations given to us, the
Central Government has not prescribed maintenance of Cost Records under
Section 209 (1) (d) of the Companies Act, 1956.
9. In respectof statutory dues:
According to the information and explanations given to us and the
records of the Company examined by us, in our opinion undisputed
statutory dues including Provident Fund, Employees' State Insurance,
Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and
other statutory dues have been generally regularly deposited with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31" March, 2011 for a period of more than
six months from the date of becoming payable.
10. The Company has no accumulated losses and has not incurred any cash
losses in the financial year ended on that date or in the immediately
preceding financial year.
11. According to the records of the Company examined by us and
explanations given to us, the Company has not defaulted in repayment of
dues to financial institutions, banks or debenture holders as at the
balance sheet date.
12. 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.
13. The provisions of any special statute applicable to chit fund /
nidhi /mutual benefit fund/ society are not applicable to the Company.
14. The Company has no transactions relating to trading in securities,
debentures and other investments.
15. According to information and explanations given to us, the Company
has not given guarantees for loans taken by others from banks or
financial institutions.
16. In our opinion and according to the information and explanations
given to us on an overall basis, the term loans have been applied
forthe purposes for which they were raised.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no funds raised on short term basis have been used for long term
investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the Register
maintained under Section 301 of the Companies Act, 1956.
19. During the period covered by Audit Report, the company has not
issued any debentures. Therefore, a provision of clause 4(xix) of the
Companies (Auditors' Report) Order, 2003 is not applicable to the
company.
20. The Company has not raised any money by way of public issue during
the year.
21. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instances of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
FOR APAJI AMIN & CO.,
Chartered Accountants
Firm Registration No. 100513W
Place : Ahmedabad T. B. SETHNA
Date : 30/07/2011 Partner
Membership No. 35476
Mar 31, 2010
1. We have audited the attached Balance Sheet of MAZDA LIMITED as at
31st March, 2010, the Profit and Loss Account and the Cash Flow
Statement of the Company for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with Auditing Standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India as amended by the Companies
(Auditors Report) (Amendment) Order,2004, in terms of sub-section (4A)
of section 227 of the Companies Act, 1956, we enclose in the Annexure
hereto a statement on the matters specified in paragraphs 4 and 5 of
the said order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary forthe purposes of our
audit;
b) In our opinion, proper books of accounts as required by law have
been kept at the Company so far as appears from our examination of
those books;
c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion the Balance Sheet, the Profit & Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred in sub-section (3C) of section 211 of the Companies
Act, 1956;
e) In our opinion, and based on information and explanation given to
us, none of the directors are disqualified as on 31" March, 2010 from
being appointed as directors in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and other notes thereon and with
reference to Note No. 12 regarding gratuity and leave encashment as per
AS -15 gives the information required by the Companies Act, 1956, in
the manner so required, and presented a true and fair view, in
conformity with the accounting principles generally accepted in India:
i) In so far as it relates to Balance Sheet, of the state of affairs of
the Company as at 31" March, 2010.
ii) In so far as it relates to the Profit & Loss Account, of the Profit
of the Company for the year ended on that date; and
iii) In so far as it relates to the Cash Flow Statement, of the cash
flows of the Company for the year ended on that date.
ANNEXURE TO AUDITORS REPORT
(Referred to in Paragraph 3 of our report of even date)
1. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of all fixed assets on the
basis of available information.
b. As explained to us, the fixed assets have been physically verified
by the management during the year in a phased periodical manner, which
in our opinion is reasonable, having regards to the size of the Company
and nature of its assets. No material discrepancies were noticed on
such physical verification.
c. The Company has not disposed of substantial part of fixed assets
during the year; accordingly the going concern status of the Company is
not affected.
2. In respect of its inventories:
a. As explained to us, inventories have been physically verified by
the management at regular intervals during the year. In our opinion,
the frequency of such verification is reasonable.
b. In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company is maintaining proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3 In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
a. According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to Companies,
firms and other parties covered in the register maintained under
section 301 of the Companies Act, 1956. Accordingly, clause 4(iii)
(b), (c) and (d) of the Companies (Auditors Report) Order, 2003 is not
applicable to the Company.
b. According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from Companies,
firms and other parties covered in the register maintained under
section 301 of the Companies Act, 1956.
c. In our opinion and according to the information and explanations
given to us, the rate of interest, wherever applicable and other terms
and conditions are not prima facie prejudicial to the interest of the
Company.
d. In respect of loans taken by the Company in earlier years, the
interest payments are regular and the principal amount is repayable on
demand.
e. There is no overdue amount in respect of loans taken by the
Company.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also for the sale of goods.
Further on the basis of our examination of the books and records of the
Company and according to the information and explanations given to us,
we have neither come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal control
systems.
5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a. According to the information and explanations given to us, we are
of the opinion that 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; and
b. According to the information and explanations given to us, the
transactions made in pursuance of such contracts or arrangements an
exceeding the value of five lakhs rupees in respect of any party during
the year have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public within
the meaning of section 58A and 58AA or any other relevant provisions of
the Companies Act, 1956 and the rules framed there under.
7. The Company does not have any formal internal audit system, however
the Company has an adequate internal control system commensurate with
its size and nature of its business.
8. According to the information and explanations given to us, the
Central Government has not prescribed maintenance of Cost Records under
Section 209 (1) (d) of the Companies Act, 1956.
9. In respect of statutory dues:
According to the information and explanations given to us and the
records of the Company examined by us, in our opinion undisputed
statutory dues including Provident Fund, Employees State Insurance,
Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and
other statutory dues have been generally regularly deposited with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid
dues were outstanding as at 31 * March, 2010 for a period of more than
six months from the date of becoming payable.
10. The Company has no accumulated losses and has not incurred any
cash losses in the financial year ended on that date or in the
immediately preceding financial year.
11. According to the records of the Company examined by us and
explanations given to us, the Company has not defaulted in repayment of
dues to financial institutions, banks or debenture holders as at the
balance sheet date.
12. 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.
13. The provisions of any special statute applicable to chit fund /
nidhi /mutual benefit fund/ society are not applicable to the Company.
14. The Company has nctransactions relating to trading in securities,
debentures and other investments.
15. According to information and explanations given to us, the Company
has not given guarantees for loans taken by others from banks or
financial institutions.
16. In our opinion and according to the information and explanations
given to us on an overall basis, the term loans have been applied for
the purposes for which they were raised.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no funds raised on short term basis have been used for long term
investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the
RegistermaintainedunderSection301 of the Companies Act, 1956.
19. During the period covered by Audit Report, the company has not
issued any debentures. Therefore, a provision of clause 4(xix) of the
Companies (Auditors Report) Order, 2003 is not applicable to the
company.
20. The Company has not raised any money by way of public issue during
the year.
21. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanatory given to us, we have neither come across any instances of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
FOR APAJIAMIN & CO.,
Chartered Accountants
Firm Registration No. 100513W
Place : Ahmedabad T. B. SETHNA
Date : 31/07/2010 Partner
Membership No. 35476
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