Mar 31, 2016
To the Members of Moser Baer India Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Moser Baer India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the fifteen months period from January 01, 2015 to March 31, 2016 (the "period") then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
2. 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. 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.
5. 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 standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
7. 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
8. 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 losses and its cash flows for the fifteen months period ended on that date.
Emphasis of Matter
9. We draw attention to note 48 to the financial statements. The Company has incurred a net loss of Rs. 7,036,474,934 for the fifteen months period ended March 31, 2016 and, as of that date, the Company''s accumulated losses amounted to Rs.23,605,019,015 resulting in complete erosion of its net worth. Further, as of that date, the Company''s current liabilities exceeded its current assets by Rs. 21,986,021,287. These conditions, along with matters set forth in note 48 indicate the existence of uncertainty that may cast significant doubt about the company''s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.
10. We draw attention to note 47 to the financial statements with respect to management''s assessment of ''other than temporary'' diminution in value of investments in and recover ability of advances/receivables from its subsidiaries companies amounting to Rs. 3,517,734,934 and Rs. 3,794,758,260 respectively (net of payables and provisions thereon). Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
11. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
12. As required by Section 143(3) of the Act, we report that:
a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. the standalone financial statements 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 (as amended);
e. on the basis of the written representations received from the directors as on March 31, 2016 and 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 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. as detailed in Note 32(b) to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three financial years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.
(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.
(iii) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.
(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (Rs.) |
Amount Paid under protest (Rs.) |
Period to which the amount relates |
Forum where dispute is pending |
Custom Duty |
Custom duty |
13,924,896 |
- |
FY 2007-08 |
CESTAT, Chennai |
Act, 1962 |
Custom duty |
9,749,862 |
- |
FY 2008-09 |
High Court of Allahabad |
Custom duty |
4,823,292 |
4,823,292 |
FY 2009-10 to 2011-12 |
CESTAT, New Delhi |
|
Excise Duty Act, 1948 |
Excise duty |
197,707,615 |
594,307 |
FY2006-07 FY 2011-12 FY 2012-13 FY 2013-14 |
CESTAT, New Delhi |
Excise duty |
1,111,795 |
7,220 |
FY 2011-12 to 2013-14 |
Assistant Commissioner Custom and Central Excise, Noida |
|
Excise duty |
566,581,606 |
24,470 |
FY 2007-08 to FY 2013-14 |
Commissioner Custom and Central Excise, Noida |
|
Excise duty |
9,601,232 |
356,530 |
FY 2006-07 FY 2011-12 FY 2012-13 |
Additional Commissioner Custom and Central Excise, Noida |
Name of the statute |
Nature of dues |
Amount (Rs.) |
Amount Paid under protest (Rs.) |
Period to which the amount relates |
Forum where dispute is pending |
Finance Act, 1994 |
Service tax |
288,254,463 |
2,953,470 |
FY 2003-04 to 2004-05, FY 2006-07 to 2012-13 |
Commissioner Custom and Central Excise, Noida |
Service tax |
5,440,788 |
- |
FY 1999-00 |
Deputy Commissioner Customs and Central Excise, Noida |
|
Service tax |
10,316,085 |
- |
FY 2008-09 to 2010-11 |
Additional Commissioner Custom and Central Excise, --Noida |
|
Service tax |
323,023,008 |
- |
FY 2008-09 to 2011-13 |
Commissioner Service Tax, Delhi. |
|
Service tax |
16,855 |
- |
FY 2008-09 FY 2009-10 to 2010-11 |
Assistant Commissioner, Noida |
|
Entry Tax Act, 2009 |
Entry tax |
120,161,327 |
7,050,841 |
FY 1999-00 to 2001-02 |
Supreme Court of India |
Entry tax |
2,930,424 |
1,465,308 |
FY 2003-04 to 2007-08 |
High Court, Allahabad |
|
Entry tax |
4,241,834 |
1,838,272 |
FY 2004-05 FY 200506 FY 2008-09 |
Commercial Tax Tribunal, Noida |
|
Entry Tax |
276,135 |
27,650 |
FY 2007-08 |
Deputy Commissioner, Raipur (Appeals) |
|
Central Sales Tax Act, 1956 |
Sales tax |
54,049,750 |
7,408,830 |
FY 2004-05 to 2006-07 FY 2008-09 |
Commercial Tax Tribunal, Noida |
Sales tax |
8,415,748 |
4,734,084 |
FY 2006-07 to 2012-13 |
Additional Commissioner, (Appeals) |
|
U.P Trade Tax Act, 1948 |
Value added tax |
5,364,113 |
3,094,774 |
FY 2006-07 to 2007-08 |
Commercial Tax Tribunal, Noida |
Rajasthan Value Added Tax Act, 2003 |
Value Added Tax |
1,229,714 |
77,200 |
FY 2011-12 FY 2012-13 |
Appellate Authority-I |
U.P Value Added Tax Act, 2008 |
Value added tax |
20,892,671 |
9,251,120 |
FY 2000-08 to 2008-09 FY 2012-13 |
Additional Commissioner, (Appeals) |
Value added tax |
34,435,162 |
800,000 |
FY 2008-09 |
Commercial Tax Tribunal, Noida |
|
Kerala VAT Act, 2005 |
Value added tax |
2,608,271 |
1,372,789 |
FY 2007-08 FY 2008-09 |
Commercial Tax Assistant Commissioner, Ernakulam |
Chhattisgarh VAT Act, 2005 |
Value added tax |
32,697 |
3,300 |
FY 2007-08 |
Deputy Commissioner Raipur (Appeals) |
West Bengal VAT Act 2003 |
Value added tax |
1,038,907 |
- |
FY 2009-10 |
Joint Commissioner, West Bengal |
Income Tax Act, 1961 |
Income tax |
903,566,208 |
36,279,670 |
AY 2004-05 to AY 2010-11 |
Income Tax Appellate Tribunal |
Notes:
(i) FY - Financial year
(ii) AY - Assessment year
(c) The Company has transferred the amount required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under within the specified time.
(viii) In our opinion, the Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses in the current and the immediately preceding financial year.
ix) There are no dues payable to debenture-holders. The Company has defaulted in repayment of dues to the banks and a financial institution as summarized below:
Due date |
Amount of default(Rs.) |
Default in days |
|
Banks |
30-Sep-13 |
410,220 |
640 |
31-Oct-13 |
2,802,740 |
609-882 |
|
30-Nov-13 |
2,740,517 |
852 |
|
31-Dec-13 |
2,980,806 |
447-821 |
|
31-Jan-14 |
7,219,821 |
454-790 |
|
28-Feb-14 |
23,111,939 |
388-762 |
|
31-Mar-14 |
44,933,089 |
288-731 |
|
30-Apr-14 |
29,759,832 |
327-701 |
|
31-May-14 |
74,938,392 |
296-670 |
|
30-Jun-14 |
152,791,342 |
266-640 |
|
31-Jul-14 |
52,627,286 |
235-609 |
|
31-Aug-14 |
212,290,865 |
204-578 |
|
30-Sep-14 |
168,871,259 |
113-548 |
|
31-Oct-14 |
77,323,647 |
82-517 |
|
30-Nov-14 |
411,828,329 |
52-487 |
|
30-Dec-14 |
20,327,302 |
10-456 |
|
31-Dec-14 |
192,160,405 |
21-456 |
|
31-Jan-15 |
92,727,929 |
1-425 |
|
28-Feb-15 |
448,281,262 |
1-397 |
|
31-Mar-15 |
211,516,945 |
1-366 |
|
30-Apr-15 |
90,359,240 |
1-336 |
|
31-May-15 |
419,770,033 |
1-305 |
|
30-Jun-15 |
90,352,985 |
1-275 |
|
31-Jul-15 |
93,473,155 |
21-244 |
|
31-Aug-15 |
419,624,437 |
1-213 |
|
30-Sep-15 |
90,384,105 |
50-183 |
|
31-Oct-15 |
93,169,552 |
59-152 |
|
30-Nov-15 |
415,884,791 |
1-122 |
|
31-Dec-15 |
92,845,741 |
91 |
|
31-Jan-16 |
92,886,536 |
60 |
|
29-Feb-16 |
411,419,825 |
1-31 |
|
31-Mar-16 |
92,780,532 |
- |
|
Financial Institution |
31-Jan-14 |
1,495,820 |
790 |
28-Feb-14 |
1,557,851 |
762 |
|
31-Mar-14 |
1,724,763 |
731 |
|
30-Apr-14 |
1,415,804 |
701 |
|
31-May-14 |
1,724,763 |
670 |
|
30-Jun-14 |
12,719,750 |
640 |
|
31-Jul-14 |
2,768,897 |
609 |
|
31-Aug-14 |
13,008,600 |
578 |
|
30-Sep-14 |
8,930,113 |
548 |
Due date |
Amount of default(Rs.) |
Default in days |
|
31-Oct-14 |
4,408,920 |
517 |
|
30-Nov-14 |
22,812,627 |
487 |
|
31-Dec-14 |
9,358,180 |
456 |
|
31-Jan-15 |
4,418,445 |
425 |
|
28-Feb-15 |
22,527,567 |
397 |
|
31-Mar-15 |
9,358,180 |
366 |
|
30-Apr-15 |
4,275,914 |
336 |
|
31-May-15 |
23,035,915 |
305 |
|
30-Jun-15 |
4,275,914 |
275 |
|
31-Jul-15 |
4,418,445 |
244 |
|
31-Aug-15 |
23,035,915 |
213 |
|
30-Sep-15 |
4,275,914 |
183 |
|
31-Oct-15 |
4,418,445 |
152 |
|
30-Nov-15 |
22,893,384 |
122 |
|
31-Dec-15 |
4,418,445 |
91 |
|
31-Jan-16 |
4,418,445 |
60 |
|
29-Feb-16 |
22,750,855 |
31 |
|
31-Mar-16 |
4,418,445 |
- |
(x) The Company has given a guarantee in respect of loans taken by subsidiaries from banks, in respect of which no commission is charged from the subsidiaries. In our opinion, having regard to the long term involvement with the subsidiary companies and considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.
(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.
(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit
For Walker Chandiok & Co LLP
Chartered Accountants
Firm''s Registration No.: 001076N/N500013
per Neeraj Goel
Partner
Membership No.:099514
Place: New Delhi
Date: May 25, 2016
Dec 31, 2014
1. We have audited the accompanying financial statements of Moser Baer
India Limited, ("the Company"), which comprise the Balance Sheet as at
31 December 2014, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
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 principles generally accepted in India, including the
Accounting Standards notified under the Companies Act, 1956 ("the Act")
read with the General Circular 15/2013 dated 13 September 2013 of the
Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' Responsibility
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 auditors'' 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 Company''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
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:
I) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 December 2014;
ii) in the case of Statement of Profit and Loss, of the lossfor the
year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
7. We draw attention to note 48 to the financial statements. The
Company has incurred a net loss of Rs. 7,083,003,303 during the year
ended 31 December 2014, and as of that date, the Company''s accumulated
losses aggregate to Rs. 16,457,149,952 resulting in complete erosion
of its net worth. Further, as of that date, the Company''s current
liabilities exceeded its current assets by Rs. 14,877,708,565. These
conditions, along with matters set forth in note 48, indicate the
existence of uncertainty that may cast significant doubt about the
Company''s ability to continue as a going concern. Our opinion is not
qualified in respect of this matter.
8. We draw attention to note 47 to the financial statements with
respect to management''s assessment of ''other than temporary'' diminution
in value of investments in and recoverability advances/receivables from
three subsidiaries namely Helios Photo Voltaic Limited (HPVL), Moser
Baer Solar Limited (MBSL) and Moser Baer Entertainment Limited (MBEL)
aggregating to Rs. 1,585,585,317, Rs. 5,942,363,718 and Rs.
1,630,452,857 respectively (net of payables and provisions thereon).
Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
9. 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.
10. 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 financial statements dealt with by this report are in agreement
with the books of account;
d. in our opinion, the financial statements comply with the Accounting
Standards notified under the Companies Act, 1956 read with the General
Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate
Affairs in respect of section 133 of the Companies Act, 2013; and
e. on the basis of written representations received from the
directors, as on 31 December 2014 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 December 2014
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act.
Annexure to the Independent Auditors'' Report of even date to the
members of Moser Baer India Limited, on the financial statements for
the year ended 31 December 2014
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets, except goods in transit and stocks lying with third
parties, under which fixed assets are verified in a phased manner over
a period of three financial years which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification. For stocks
lying with third parties at the year-end, written confirmations have
been obtained by the management.
(c) In our opinion, a substantial part of fixed assets has not been
disposed off during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(b) to 4(iii) (d) of the Order are not applicable.
(b) The Company has taken unsecured loans from one party covered in the
register maintained under Section 301 of the Act. The maximum amount
outstanding during the year is Rs. 127,000,000 and the year-end balance
is Rs. 127,000,000.
(c) In respect of interest free loan taken, there is no repayment
schedule, hence, we are unable to comment as to whether the terms and
conditions are prejudicial to the interest of the Company.
(d) In respect of interest free loans taken, there is no repayment
schedule; hence, we are unable to comment as to whether payment of the
principal amount is regular.
(iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) In our opinion, the transactions made in pursuance of such
contracts or arrangements and exceeding the value of Rupees five lakhs
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.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act in respect of Company''s products and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained. However, we have not made a detailed
examination of the cost records with a view to determine whether they
are accurate or complete.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth tax, service tax, custom duty, excise duty, cess and
other material statutory dues, as applicable, have not been regularly
deposited with the appropriate authorities and there have been
significant delays in a large number of cases. Further, no undisputed
amounts payable in respect thereof were outstanding at the year-end for
a period of more than six months from the date they became payable.
Annexure to the Independent Auditors'' Report of even date to the
members of Moser Baer India Limited, on the financial statements for
the year ended 31 December 2014
(b) The dues outstanding in respect of income-tax, sales-tax, wealth
tax, service tax, custom duty, excise duty, cess on account of any
dispute, are as follows:
Name of the Nature of dues Amount (Rs.) Amount Paid
statute under protest
(Rs.)
Custom Duty Customs duty 13,924,896 -
Act, 1962
Custom duty 9,749,862 -
Custom duty 4,823,292 4,823,292
Excise Duty Excise duty 423,476,625 594,307
Act, 1948
Excise duty 774,864 7,220
Excise duty 602,343,323 24,470
Excise duty 9,601,232 356,530
Finance Act, Service tax 288,254,463 2,953,470
1994
Service tax 5,440,788 -
Service tax 10,316,085 -
Service tax 331,702,787 -
Service tax 16,855 -
Entry Tax Act, Entry tax 120,161,327 7,050,841
2009
Entry tax 2,930,424 1,465,308
Entry tax 4,241,834 1,838,272
Entry Tax 276,135 27,650
Central Sales Sales tax 48,749,842 4,208,830
TAx Act, 1956
Sales tax 9,629,197 3,860,012
Sales Tax 134,440,208 -
Excise Duty Act, 1948
Finance Act, 1994
Entry Tax Act, 2009
Central Sales Tax Act, 1956
Name of the Statute Period to Forum where dispute
which the is pending
amount relates
Custom Duty Act, 1962 FY 2007-08 CESTAT, Chennai
FY 2008-09 High Court of Allahabad
FY 2009-10 to CESTAT, New Delhi
2011-12
Excise Duty Act, 1948 FY2006-07 CESTAT, New Delhi
FY 2011-12
FY 2011-12 to Assistant Commissioner
2013-14 Custom and Central Excise,
Noida
FY 2007-08 to Commissioner Custom and
FY 2013-14 Central Excise, Noida
FY 2006-07 Additional Commissioner
FY 2011-12 Custom and Central Excise,
FY 2012-13 Noida
Finance Act 1994 FY 2003-04 to Commissioner Custom and
2004-05, Central Excise, Noida
FY 2006-07 to
2012-13
FY 1999-00 Deputy Commissioner
Customs and Central
Excise, Noida
FY 2008-09 to Additional Commissioner
2010-11 Custom and Central Excise,
Noida
FY 2008-09 to Commissioner Service Tax,
FY 2011-13 Delhi.
FY 2008-09 Assistant Commissioner,
FY 2009-10 to Noida
2010-11
Entry TAx Act 2009 FY 1999-00 to Supreme Court of India
2001-02
FY 2003-04 to High Court, Allahabad
2007-08
FY 2004-05 Commercial Tax Tribunal,
FY 2005-06 Noida
FY 2008-09
FY 2007-08 Deputy Commissioner,
Raipur (Appeals)
Central Sales Tax Act 1956 FY 2004-05 to Commercial Tax Tribunal,
2006-07 Noida
FY 2006-07 to Additional Commissioner,
2007-08 (Appeals)
FY 2004-07 FY 2004-05-
Deputy. Commissioner Noida
and FY 2005-2007- Joint
Comissioner.
Corporate Circle Noida
Annexure to the Independent Auditors'' Report of even date to the
members of Moser Baer India Limited, on the financial statements for
the year ended 31 December 2014
Name of the Nature of dues Amount (Rs.) Amount Paid
statute under protest
(Rs.)
U.P. Trade Tax Value added tax 5,364,113 3,094,774
Act, 1948
U.P. Value AddedValue added tax 22,738,383 5,420,335
Tax Act, 2008
Value added tax 62,743,734 650,581
Value added tax 169,806,826 -
Kerala VAT Act, Value added tax 4,689,127 1,216,662
2005
Value added tax 516,998 -
Chhattisgarh Value added tax 32,697 3,300
VAT Act, 2005
West Bengal Value added tax 1,038,907 -
VAT Act 2003
Income Tax Income tax 119,575,567 34,500,000
Act, 1961
Name of the Statute Period to Forum where dispute
which the is pending
amount relates
U.P. Trade Tax Act, 1948 FY 2006-07 to Commercial Tax Tribunal,
2007-08 Noida
U.P. Value Added Tax Act, FY 2007-08 to Additional Commissioner,
2008 2008-09 (Appeals)
FY 2008-09 Commercial Tax Tribunal
Noida
FY 2004-07 FY 2004-05-
Deputy Commissioner
Noida and FY 2005-2007-
Joint Commissioner
Corporate Circle Noida
Kerala Vat Act 2005 FY 2007-08 Commercial Tax Assistant
Commissioner, Ernakulam
FY 2008-09 Deputy Commissioner
(Appeals)
Chhattisgarh Vat Act 2005 FY 2007-08 Deputy Commissioner
Raipur (Appeals))
West Bengal Vat Act 2003 FY 2009-10 Joint Commissioner, West
Bengal
Income Tax Act 1961 AY 2004-05 to Income Tax Appellate
2007-08 Tribunal
Notes:
(i) FY - Financial year
(ii) AY Â Assessment year
(x) In our opinion, the Company''s accumulated losses at the end of the
year are more than fifty percent of its net worth. The Company has
incurred cash losses in the current year and the immediately preceding
financial year.
(xi) There are no dues payable to debenture-holders. The Company has
defaulted in repayment of dues to banks and a financial institution as
summarised below:
Due date Amount of default Default in days
Banks 31-May-13 2,717,758 273-294
30-Jun-13 3,175,432 243-334
31-Jul-13 4,454,621 176-303
31-Aug-13 16,204,862 145-395
30-Sep-13 53,924,167 103-457
31-Oct-13 57,824,771 84-426
30-Nov-13 73,168,491 39-396
31-Dec-13 299,737,682 1-365
31-Jan-14 100,533,948 1-334
28-Feb-14 284,628,292 3-306
31-Mar-14 363,062,392 5-275
30-Apr-14 112,604,104 2-245
31-May-14 243,972,299 5-214
30-Jun-14 356,544,149 8-184
31-Jul-14 93,458,653 27-153
31-Aug-14 322,086,156 8-122
30-Sep-14 203,427,186 1-92
31-Oct-14 82,668,006 3-61
30-Nov-14 429,332,892 1-31
Financial
Institution 31-Mar-13 185,491 427
30-Apr-13 1,258,371 397
31-May-13 1,560,150 237-366
30-Jun-13 2,843,718 207-396
31-Jul-13 4,625,358 176-365
31-Aug-13 4,344,271 145-334
30-Sep-13 4,476,154 244-304
31-Oct-13 6,380,441 213-426
30-Nov-13 6,306,421 183-396
31-Dec-13 13,823,208 152-365
31-Jan-14 4,662,753 121-181
28-Feb-14 13,277,501 93-153
31-Mar-14 15,768,272 62-122
30-Apr-14 3,635,112 92-245
31-May-14 21,899,149 1-214
30-Jun-14 14,151,717 31-184
31-Jul-14 2,768,897 153
31-Aug-14 13,008,600 122
30-Sep-14 8,930,113 92
31-Oct-14 4,408,920 61
30-Nov-14 22,812,627 31
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii)
of the Order are not applicable.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments.
Accordingly, the provisions of clause 4(xiv) of the Order are not
applicable.
(xv) The Company has given a guarantee in respect of loans taken by
subsidiaries from banks, in respect of which no commission is charged
from the subsidiaries. In our opinion, having regard to the long term
involvement with the subsidiary companies and considering the
explanations given to us in this regard, the terms and conditions of
the above are not, prima facie, prejudicial to the interests of the
Company.
Annexure to the Independent Auditors'' Report of even date to the
members of Moser Baer India Limited, on the financial statements for
the year ended 31 December 2014
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that funds amounting to approximately Rs. 14,877,708,565 raised on
short term basis in the form of excess of current liabilities over
current assets have been used for funding the operating losses of the
Company.
(xviii) The Company has made preferential allotment of shares to
parties covered in the register maintained under Section 301 of the
Act. In our opinion, the price at which shares have been issued is not,
prima facie, prejudicial to the interest of the Company.
(xix) The Company has neither issued nor had any outstanding debentures
during the year.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the year covered by our audit.
For Walker, Chandiok & Co LLP
(formerly Walker, Chandiok & Co)
Chartered Accountants
Firm Registration No.: 001076N/N500013
per Neeraj Goel
Partner
Membership No.: 099514
Place: New Delhi
Date: 26 February 2015
Dec 31, 2013
1. We have audited the accompanying financial statements of Moser Baer
India Limited, ("the Company"), which comprise the Balance Sheet as at
31 December 2013, and the Statement of Profit and Loss and Cash Flow
Statement for the nine months period from 1 April 2013 to 31 December
2013, then ended ("the period"), 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,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards notified under the Companies Act, 1956 ("the Act")
read with the General Circular 15/2013 dated 13 September 2013 of the
Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' Responsibility
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 auditors'' 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 Company''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
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:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 December 2013;
ii) in the case of Statement of Profit and Loss, of the loss for the
period, from 1 April 2013 to 31 December 2013,; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
period, from 1 April 2013 to 31 December 2013.
Emphasis of Matter
7. We draw attention to note 44(d) and 45 to the financial statements
which describes the ongoing re-structuring discussion with FCCB
holders, the related accounting and the fact that the Company has
incurred a net loss of Rs. 4,466,627,030 during the period 1 April
2013 to 31 December 2013, and as of 31 December 2013 the Company''s
accumulated losses aggregate to Rs. 3,436,395,366 resulting in a
complete erosion of the net worth of the Company. Further as on that
date, the Company''s current liabilities exceed its current assets by
Rs. 9,671,083,236. These conditions, along with matters set forth in
note 44(d) and 45, indicate the existence of material uncertainty that
may cast significant doubt about the Company''s ability to continue as a
going concern. Our opinion is not qualified in respect of this matter.
8. We draw attention to note 49 to the financial statements with
respect to management''s assessment of permanent diminution in the value
of investments and recoverability of advances and other receivables
from three subsidiaries namely Helios Photo Voltaic Limited (HPVL)
(formerly known as Moser Baer Photovoltaic Limited), Moser Baer Solar
Limited (MBSL) and Moser Baer Entertainment Limited (MBEL) aggregating
to Rs. 1,582,762,004, Rs. 6,141,411,910 and Rs. 3,271,631,829
respectively. The conclusion of diminution in the value of investments
and recoverability of advances and other receivables are dependent on
successful implementation of business plans and new technologies,
external market conditions, regulatory benefits and full implementation
of debt restructuring in the terms as proposed by the HVPL and MBSL,
which are materially uncertain. Our opinion is not qualified in respect
of this matter.
Report on Other Legal and Regulatory Requirements
9. 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.
10. 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 financial statements dealt with by this report are in agreement
with the books of account;
d. in our opinion, the financial statements comply with the Accounting
Standards notified under the Companies Act, 1956 read with the General
Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate
Affairs in respect of section 133 of the Companies Act, 2013; and
e. on the basis of written representations received from the
directors, as on 31 December 2013 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 December 2013
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act.
Annexure to the Independent Auditors'' Report of even date to the
members of Moser Baer India Limited, on the financial statements for
the nine months from 1 April 2013 to 31 December 2013 ("the period")
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
over a period of three financial years, which, in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such
verification.
(c) In our opinion, a substantial part of fixed assets has not been
disposed off during the period.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the period.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) (a) The Company has granted unsecured loans to three parties
covered in the register maintained under Section 301 of the Act. The
maximum amount outstanding during the period is Rs. 1,503,630,160 and
the period-end balance is Rs. 895,849,270.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) In respect of loan granted to one party, the principal amount is
not due for repayment currently however, receipt of interest is not
regular. In respect of loans granted to other parties, the principal
and interest amounts are repayable on demand and since the repayment of
such loans and interest has not been demanded, in our opinion, receipt
of the principal and interest amount is regular.
(d) There is no overdue amount in respect of loans granted to such
companies, firms or other parties, except for overdue interest for
which reasonable steps have been taken by the Company.
(e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the Order are not applicable.
(iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) In our opinion, the transactions made in pursuance of such
contracts or arrangements and exceeding the value of Rupees five lakhs
in respect of any party during the period have been made at prices
which are reasonable having regard to the prevailing market prices at
the relevant time.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act in respect of Company''s products and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained. However, we have not made a detailed
examination of the cost records with a view to determine whether they
are accurate or complete.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth tax, service tax, custom duty, excise duty, cess and
other material statutory dues, as applicable, have generally been
regularly deposited with the appropriate authorities, though there has
been a slight delay in a few cases. Further, no undisputed amounts
payable in respect thereof were outstanding at the period-end for a
period of more than six months from the date they became payable.
Annexure to the Independent Auditors'' Report of even date to the
members of Moser Baer India Limited, on the financial statements for
the nine months from 1 April 2013 to 31 December 2013 ("the period")
(b) The dues outstanding in respect of income-tax, sales-tax, wealth
tax, service tax, custom duty, excise duty, cess on account of any
dispute, are as follows:
Name of the Nature of dues Amount (Rs.) Amount Paid
statute under protest
(Rs.)
Custom Duty Customs duty 13,924,896 -
Act, 1962
Custom duty 9,749,862 -
Custom duty 4,823,292 4,823,292
Excise Duty Excise duty 423,833,155 950,837
Act, 1948
Excise duty 976,028 31,690
Excise duty 581,535,930 -
Excise duty 9,068,008 -
Finance Act, Service tax 288,254,463 2,953,470 1994
Service tax 5,440,788 -
Service tax 3,920,092 -
Service tax 63,316,764 -
Service tax 10,332,940 -
Service tax 315,983,368 -
Service tax 8,679,779 -
Entry Tax Act Entry tax 120,161,327 7,050,841
Entry tax 2,930,424 1,465,308
Entry tax 4,241,834 1,838,272
Entry tax 6,185,487 1,546,372
Entry Tax 276,135 27,650
Name of the Status Period to Forum where dispute
which the is pending
amount relates
Custom Duty Act,1962 FY 2007-08 CESTAT, Chennai
FY 2008-09 High Court of
Allahabad
FY 2009-10 to CESTAT, New Delhi
2011-12
Excise Duty Act,1948 FY2006-07 to CESTAT, New Delhi
2011-12
FY 2011-12 to Assistant
Commissioner
2013-14 Custom and Central
Excise, Noida
FY 2007-08 to Commissioner Custom
and
FY 2012-13 Central Excise, Noida
FY 2006-07 Additional
Commissioner
FY 2011-12 Custom and Central
Excise,
FY 2013-13 Noida
Finance Act, FY 2003-04 to Commissioner Custom
1994 and
2004-05, Central Excise,
Noida
FY 2006-07 to
2012-13
FY 1999-00 Deputy Commissioner
Customs and Central
Excise, Noida
FY 2000-01 to High Court, Allahabad
2001-02
FY 2005-06 CESTAT, New Delhi
FY 2008-09 to Additional
Commissioner
2010-11 Custom and Central
Excise, Noida
FY 2008-09 to Commissioner Customs
and
2011-12 Central Excise,
Delhi
FY 2012-13 Commissioner Service
Tax, Delhi.
Entry Tax Act FY 1999-00 to Supreme Court of
India
2001-02
FY 2003-04 to High Court, Allahabad
2007-08
FY 2004-05 Commercial Tax
Tribunal,
FY 2005-06 Noida
FY 2008-09
FY 2007-08 Additional
Commissioner,
(Appeals).
FY 2007-08 Deputy
Commissioner,
Raipur (Appeals)
Name of the Nature of dues Amount (Rs.) Amount Paid
statute under protest
(Rs.)
Central Sales Sales tax 14,241,807 4,208,830
Tax Act, 1956
Sales tax 9,711,774 3,860,012
U.P. Trade
Tax Value added
tax 5,151,738 3,094,774
Act, 1948
Value added
tax 34,799,230 -
U.P. Value
Added Value added
tax 22,738,383 5,420,335
Tax Act, 2008
Value added
tax 67,053,409 650,581
Kerala VAT Act, Value added
tax 4,689,127 1,216,662
2005
Chhattisgarh Value added
tax 32,697 3,300
VAT Act, 2005
Kerala VAT Value added
tax 516,998 -
Act, 2005
West Bengal Value added
tax 1,038,907 -
VAT Act 2003
Income Tax Income tax 115,689,581 34,500,000
Act, 1961
Name of the Statute Period to Forum where dispute
which the is pending
amount relates
Central Sales
Tax Act,1956 FY 2004-05 Commercial Tax Tribunal,
and 2006-07 Noida
FY 2007-08 to Additional Commissioner,
2008-09 (Appeals)
U.P.Trade Tax Act
1948 FY 2006-07 to Commercial Tax Tribunal,
2007-08 Noida
FY 2000-01 to Deputy Commissioner
2005-06 Khand 6, Noida
U.P.Value Added Tax
Act,2008 FY 2007-08 to Additional Commissioner,
2008-09 (Appeals)
FY 2008-09 Commercial Tax Tribunal,
Noida
Kerala VAT Act 2005 FY 2007-08 Commercial Tax Assistant
Commissioner, Ernakulam
Chhattisgarh VAT Act,
2005 FY 2007-08 Deputy Commissioner
Raipur (Appeals)
Kerala VAT Act, 2005 FY 2008-09 Deputy Commissioner
(Appeals)
West Bengal VAT
Act,1961 FY 2009-10 Joint Commissioner,
West Bengal
Income tax AAct 1961 AY 2004-05 to Income Tax Appellate
2007-08 Tribunal
Notes:
(i) FY - Financial year
(ii) AY Â Assessment year
(x) In our opinion, the Company''s accumulated losses at the end of the
period are more than fifty percent of its net worth.
The Company has incurred cash losses in the current period and the
immediately preceding financial year.
(xi) There are no dues payable to debenture-holders. The Company has
defaulted in repayment of dues to banks and a financial institution as
summarised below:
Particulars Amount (Rs.) Due date Delay in days
Banks 2,717,758 31 May 2013 214
3,175,432 30 June 2013 184
3,303,618 31 July 2013 153
5,304,084 31August 2013 122
48,551,632 30 September 2013 92
58,253,141 31 October 2013 61
72,820,010 30 November 2013 31
Particulars Amount (Rs.) Due date Delay in days
Financial
institution 185,491 31 March 2013 275
1,258,371 30 April 2013 245
1,560,150 31 May 2013 214
2,843,718 30 June 2013 184
4,625,358 31 July 2013 153
4,625,358 31 August 2013 122
8,062,510 30 September 2013 92
4,742,574 31 October 2013 61
4,637,295 30 November 2013 31
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii)
of the Order are not applicable.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
(xv) The Company has given a guarantee in respect of loans taken by
subsidiaries from banks, in respect of which no commission is charged
from the subsidiaries. In our opinion, having regard to the long term
involvement with the subsidiary companies and considering the
explanations given to us in this regard, the terms and conditions of
the above are not, prima facie, prejudicial to the interests of the
Company.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment by the Company.
(xviii) As per the terms of Master Restructuring Agreement, during the
period, the Company has made preferential allotment of shares to
parties covered in the register maintained under Section 301 of the
Act. In our opinion, the price at which shares have been issued is not,
prima facie, prejudicial to the interest of the Company.
(xix) The Company has neither issued nor had any outstanding debentures
during the period.
(xx) The Company has not raised any money by public issues during the
period. Accordingly, the provisions of clause 4 (xx) of the Order are
not applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No.: 001076N
per Ashish Gupta
Partner
Membership No.: 504662
Place: New Delhi
Date: 28 February 2014
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of Moser Baer
India Limited, ("the Company"), which comprise of the Balance Sheet as
at March 31, 2013, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
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 principles generally accepted in India, including the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditors'' Responsibility
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 auditors'' 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 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:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013 ;
ii) in the case of Statement of Profit and Loss, of the loss for the
year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
7. We draw attention to note 44(d) to the Financial statements
regarding re-structuring of the outstanding Foreign Currency
Convertible Bonds, the related accounting and also the uncertainty of
this being accepted by the bond holders and approved by concerned
regulatory authorities. Our opinion is not qualified in respect of this
matter.
8. We draw attention to note 47(a) in the financial statements with
respect to management''s assessment, based on valuation performed by an
independent valuer, of recoverability of investments in and other
receivables from two subsidiaries namely Moser Baer Photovoltaic
Limited and Moser Baer Solar Limited amounting to Rs. 1,472,573,990 and
Rs. 6,163,124,675 respectively. The recoverability of these amounts is
dependent on successful implementation of new technologies, external
market conditions, regulatory benefits and conclusion of debt
restructuring in the terms as proposed by the subsidiaries, which are
significantly uncertain. Our report is not qualified in respect of this
m a tt e r.
Report on Other Legal and Regulatory Requirements
9. 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.
10. 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 financial statements dealt with by this report are in agreement
with the books of account;
d. In our opinion, the financial statements comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the Act;
and
e. on the basis of written representations received from the
directors, as on March 31, 2013 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2013
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act.
Annexure to the Independent Auditors'' Report of even date to the
members of Moser Baer India Limited, on the financial statements for
the year ended March 31, 2013
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
over a period of ---three years, which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.
(c) In our opinion, a substantial part of fixed assets has not been
disposed off during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year, except for
goods-in-transit and stocks lying with third parties. For stocks lying
with third parties at the year-end, written confirmations have been
obtained by the management.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) (a) The Company has granted unsecured loans to four parties
covered in the register maintained under Section 301 of the Act. The
maximum amount outstanding during the year is Rs.1,473,135,878 and the
year-end balance is Rs.1,300,299,083.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) In respect of loan granted to one party, the principal amount is
not due for repayment currently however, receipt of interest is not
regular. In respect of loans granted to other parties, the principal
and interest amounts are repayable on demand and since the repayment of
such loans and interest has not been demanded, in our opinion, receipt
of the principal and interest amount is regular.
(d) There is no overdue amount in respect of loans granted to such
companies, firms or other parties.
(e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the Order are not applicable.
(iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) In our opinion, the transactions made in pursuance of such
contracts or arrangements and exceeding the value of rupees five lakhs
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.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii)We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act in respect of Company''s products/services and
are of the opinion that, prima facie, the prescribed accounts and
records have been made and maintained. However, we have not made a
detailed examination of the cost records with a view to determine
whether they are accurate or complete.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and
other material statutory dues, as applicable, have generally been
regularly deposited with the appropriate authorities, though there has
been a slight delay in a few cases. Further, no undisputed amounts
payable in respect thereof were outstanding at the year-end for a
period of more than six months from the date they become payable.
(b) The dues outstanding in respect of sales-tax, income-tax, custom
duty, wealth-tax, excise duty, cess on account of any dispute, are as
follows:
Name of the Nature of dues Amount (Rs.) Amount Paid
statute Under Protest
(Rs.)
Custom Duty Duty demand on 9,749,862 -
Act, 1962 supplies of steel
from
DTA to SEZ
Custom Duty Dispute on 4,823,292 4,823,292
Act, 1962 classification of LCD
panels
Customs duty 13,924,896 -
Exemption
notification 1,841,000 -
denied as goods
imported are not CG
for production
Excise Duty Act, Excise duty on royalty 2,755,310 500,000
1948 paid by the copyright
owners to artist/ film
producers (including
penalty)
4% SAD against 35,183 35,183
clearance of free
samples
59,124 59,124
73,565 73,565
282,965 282,965
7,220 7,220
15,286 15,286
4% ACD 396,741,056 -
Excise Duty Act, 4% ACD 39,937,261 -
1948
17,839,621 -
Demand for 3rd cess 5,249,062 -
duty from July''10 to
Feb''11
Demand for 3rd cess 6,971,742 -
duty from July''10 to
Mar''11
Name of the Statute Period to Forum where dispute
which the is pending
amount
relates
Custom Duty Act,1962 FY 2008-09 High Court of Allahabad
Custom Duty Act,1962 FY 2009-10 CESTAT, New Delhi
FY 2010-11
FY 2011-12
FY 2007-08 CESTAT, Chennai
FY 2002-03 Supreme Court,
New Delhi
Excise Duty Act,1948 FY 2006-07 CESTAT, New Delhi
FY 2008-09 CESTAT, New Delhi
FY 2009-10
FY 2009-10 Additional Commissioner, Noida
FY 2011-12 Assistant Commissioner Custom
and Central Excise, Noida
FY 2010-11 CESTAT, New Delhi
FY 2011-12 Assistant Commissioner Custom
and Central Excise, Noida
FY 2012-13 Assistant Commissioner Custom
and Central Excise, Noida
FY 2007-08 to Commissioner Custom
FY 2011-12 and Central Excise, Noida
Excise Duty Act,1948 FY 2011-12 Commissioner Custom and
Central Excise, Noida
FY 2012-13 Commissioner Custom and
Central Excise, Noida
FY 2010-11 Commissioner Custom and
Central Excise, Noida
FY 2010-11 Commissioner Custom and
Central Excise, Noida
Name of the Nature of dues Amount (Rs.) Amount Paid
statute Under Protest
(Rs.)
Demand for 3rd cess 3,563,234 -
duty from Mar''11 to
Sep''11
Demand for 3rd cess 5,254,300 -
duty from Apr''11 to
Sep''11
Demand for 3rd cess 1,745,392 -
duty from Oct''11 to
Mar''12
Demand for 3rd cess 5,695,807 -
duty from Oct''11 to
Feb''12
Demand for 3rd cess 11,124,335 -
duty from Mar''12 to
Dec''12
Disallowance of 176,694 -
cenvat credit on MS
& GI pipes
Excise duty on late 1,650,802 -
filing of export proofs
Excise Duty Act, On account of 4% 205,588,922 -
1948 additional custom
duty as per Exemption 215,038,086 -
Notification
79,934,850 -
Exemption notification 2,761,250 -
denied as goods
imported are not CG
for production
Finance Act, Service tax on IPR 58,640,712 -
1994 services
5,440,788 -
5,606,684 -
Service tax on IPR 3,920,092 -
services (including
penalty thereon)
Cenvat credit of 63,316,764 -
service tax paid u/s
66A denied (including
penalty thereon)
Service tax paid on 10,749,267 2,953,470
insurance premium
Name of the statute Period to Forum where dispute
which the is pending
amount
relates
FY 2011-12 Additional Commissioner Custom
and Central Excise, Noida
FY 2011-12 Commissioner Custom and
Central Excise, Noida
FY 2011-12 Additional Commissioner Custom
and Central Excise, Noida
FY 2011-12 Commissioner Custom and
Central Excise, Noida
FY 2012-13 Commissioner Custom and
Central Excise, Noida
FY 2011-12 Assistant Commissioner Custom
and Central Excise, Noida
FY 2006-07 Additional Commissioner Custom
and Central Excise, Noida
Excise Duty Act,1948 FY 2006-07 CESTAT, New Delhi
FY 2007-08 CESTAT, New Delhi
FY 2007-08 Commissioner Custom and
Central Excise, Noida
FY 2006-07 Supreme Court, New Delhi
Finance Act,1994 FY 2003-04 Commissioner Custom and
Central Excise, Noida
FY 1999-00 Deputy Commissioner Customs
and Central Excise, Noida
FY 2003-04 Commissioner Customs
FY 2004-05 and Central Excise, Noida
FY 2000-01 High Court, New Delhi
FY 2001-02
FY 2005-06 CESTAT, New Delhi
FY 2006-07 Commissioner Customs and
Central Excise, Noida
Name of the Nature of dues Amount (Rs.) Amount Paid
statute Under Protest
(Rs.)
Finance Act, Disallowance of 3,748,499 -
1994 cenvat credit on
outdoor canteen
services denied
Finance Act, Disallowance of 2,312,533 -
1994 cenvat credit on
outdoor canteen
services denied 16,855 -
1,259,306 -
2,995,747 -
Cenvat credit of 56,746,863 -
service tax paid
u/s 66A denied
106,554,346 -
Cenvat credit of 29,849,266 -
service tax paid
u/s 66A denied
Service tax on Gross 8,679,779 -
Fee (including
Underwriting fee)
Finance Act, Service tax on IPR 7,547,218 -
1994 services
On the ground that 1,031,000 -
Steag has provided
engineering
consultancy on which
service tax is
attracted
Entry Tax Act Entry tax 106,059,645 -
Entry tax 14,101,682 7,050,841
Entry tax 1,372,650 686,325
Entry tax 1,510,056 1,255,028
Entry tax 1,994,006 398,801
Entry tax 630,772 315,500
Entry tax 574,962 287,463
Name of the Statute Period to Forum where dispute
which the is pending
amount
relates
Finance Act,1944 FY 2008-09 Additional Commissioner
FY 2009-10 Custom and Central
Excise, --Noida
Finance Act,1944 FY 2009-10 Additional Commissioner
FY 2010-11 Central Excise, --Noida
FY 2008-09 Assistant Commissioner
FY 2009-10 Custom and Central
FY 2010-11 Excise, Noida
FY 2010-11 Additional Commissioner Custom
and Central Excise, Noida--
FY 2008-09 Additional Commissioner
FY 2009-10 Customs and Central
FY 2010-11 Excise, Noida
FY 2008-09 Commissioner Customs
FY 2009-10 and Central Excise, Noida
FY 2010-11
FY 2011-12
FY 2007-08 Commissioner Customs
FY 2008-09 and Central Excise, Noida
FY 2009-10
FY 2010-11
FY 2011-12 Commissioner Customs and
Central Excise, Noida.
FY 2012-13 Commissioner Service Tax, Delhi.
Finance Act,1994 FY 2012-13 Commissioner Customs and Central
Excise, Noida.
FY 2002-03 High Court, New Delhi
Entry Tax Act FY 1998-99 Supreme Court of India
FY 2000-01 Supreme Court of India
FY 2002-03 High Court, Allahabad
FY 2003-04 Commercial Tax Tribunal, Noida
FY 2004-05 Commercial Tax Tribunal, Noida
FY 2004-05 High Court, Allahabad
FY 2005-06 Commercial Tax Tribunal, Noida
Name of the Nature of dues Amount (Rs.) Amount Paid
statute Under Protest
(Rs.)
Entry tax 352,040 176,020
Entry tax 6,185,487 -
Entry tax 737,772 184,443
Central Sales Non submission of 14,029,432 4,208,830
Tax Act, 1956 Form Conclusion:
Rate difference on 1,082,320 485,718
recorded CD/DVD
Central Sales Recorded CD/DVD 3,246,969 161,907
Tax Act, 1956 shown as CD/DVD
(including penalty)
Non receipt and 5,299,908 3,200,000
rejection of Form
C and F
Use of furnace oil 82,577 -
purchased against
Form C for office
purpose
Rate difference on 212,375 -
sale of PP woven bags
U.P. Trade Demand as per Final 1,115,914 334,774
Tax Act, 1948 Assessment Order
Rate difference on 3,840,774 2,760,000
recorded CD/DVD
Demand against sale 195,050 -
enhancement
U.P. Value Added Recorded CD/DVD 12,247,485 2,988,711
Tax Act, 2008 shown as CD/DVD
(including penalty)
Use of furnace oil 4,309,675 430,968
purchased against
Form C for office
purpose
U.P. Value Added Recorded CD/DVD 34,720,410 -
Tax Act, 2008 shown as CD/DVD
(including penalty)
Recorded CD/DVD 28,023,324 -
shown as CD/DVD
(including penalty)
Rate difference on 4,079,060 1,631,324
recorded CD/DVD
Rate difference on 6,411,838 800,000
recorded CD/DVD and
wooden pallets
Name of the Statute Period to Forum where dispute
which the is pending
amount
relates
FY 2006-07 Commercial Tax Tribunal, Noida
FY 2006-07 Additional Commissioner,(Appeals).
FY 2007-08 Additional Commissioner, (Appeals).
Central Sales Tax
Act,1956 FY 2005-06 Commercial Tax Tribunal, Noida
FY 2006-07 Additional Commissioner, (Appeals)
Central Sales Tax
Act,1956 FY 2006-07 Additional Commissioner, (Appeals)
FY 2007-08 Additional Commissioner, (Appeals)
FY 2007-08 Additional Commissioner, (Appeals)
FY 2004-05 Commercial Tax Tribunal, Noida
U.P.Tax Act,1948 FY 2005-06 Commercial Tax Tribunal, Noida
FY 2006-07 Commercial Tax Tribunal, Noida
FY 2006-07 Commercial Tax Tribunal, Noida
U.P.Value Added
Tax Act,2008 FY 2006-07 Additional Commissioner, (Appeals)
FY 2007-08 Additional Commissioner, (Appeals)
U.P.Value Added
Tax Act,2008 FY 2007-08 Additional Commissioner, (Appeals)
FY 2007-08 Additional Commissioner, (Appeals)
FY 2006-07 Additional Commissioner, (Appeals)
FY 2007-08 Additional Commissioner, (Appeals)
Name of the Nature of dues Amount (Rs.) Amount Paid
statute Under Protest
(Rs.)
State VAT Act Demand due to 2,052,305 -
detention of vehicles
for wrong invoice
raised
Incorrect TIN shown 1,038,907 -
in returns
Income Tax Act, Demand for non- 108,889,105 34,500,000
1961 deduction of TDS
Name of the statute Period to Forum where dispute
which the is pending
amount
relates
Staet VAT Act FY 2006-07 Commercial Tax Assistant
Commissioner, Ernakulam
FY 2008-09 Joint Commissioner, West
Bengal
Income Tax Axt,1961 AY 2004-05 Income Tax Appellate
AY 2005-06 Tribunal
AY 2006-07
AY 2007-08
Notes:
(i) FY - Financial year
(ii) AY - Assessment year
(x) In our opinion, the Company''s accumulated losses at the end of the
financial year are more than fifty percent of its net worth. The
Company has not incurred cash losses in the immediately preceding
financial year; however, in the current financial year, the Company has
incurred cash losses.
(xi) There are no dues payable to debenture-holders. The Company has
defaulted in repayment of dues to banks as summarised below:
Particulars Amount (Rs.) Due date Delay in days
Banks 18,750,000 February 20, 2012 405
260,750 February 29, 2012 396
195,078 March 31, 2012 365
188,785 April 30, 2012 335
195,078 May 31, 2012 304
188,785 June 30, 2012 274
195,078 July 31, 2012 243
195,078 August 31, 2012 212
188,785 September 30, 2012 182
195,078 October 31, 2012 151
188,785 November 30, 2012 121
195,078 December 31, 2012 90
195,078 January 31, 2013 59
176,199 February 28, 2013 31
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii)
of the Order are not applicable.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment by the Company.
(xviii) During the year, the Company has not made any preferential
allotment of shares to parties/companies covered in the register
maintained under Section 301 of the Act. Accordingly, the provisions of
clause 4(xviii) of the Order are not applicable.
(xix) The Company has neither issued nor had any outstanding debentures
during the year. Accordingly, the provisions of clause 4(xix) of the
Order are not applicable.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No.: 001076N
per Ashish Gupta
Partner
Membership No.: 504662
Place: New Delhi
Date: May 30, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Moser Baer India
Limited, (the 'Company') as at March 31, 2012, and also the Statement
of Profit and Loss and the Cash Flow Statement for the year ended on
that date annexed thereto (collectively referred as the 'financial
statements'). 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 the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 ('the
Order') (as amended) issued by the Central Government of India in terms
of sub-section (4A) of Section 227 of the Companies Act, 1956 ('the
Act') , we enclose in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.
4. Without qualifying our opinion, we draw attention to note 46(a) in
the financial statements with respect to management's assessment of
recoverability of investments in and other receivables from two
subsidiaries namely Moser Baer Photovoltaic Limited (MBPV) and Moser
Baer Solar Limited (MBSL) amounting to Rs. 1,416,701,070 and Rs.
5,772,548,740 respectively. The recoverability of these amounts is
dependent on successful implementation of new technologies, external
market conditions and conclusion of debt restructuring in the terms as
proposed by the subsidiaries, which are significantly uncertain.
5. Further to our comments in the Annexure referred to above, we
report that:
a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
c. The financial statements dealt with by this report are in agreement
with the books of account;
d. On the basis of written representations received from the
directors, as on March 31, 2012, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 of the Act;
e. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements dealt with by
this report comply with the accounting standards referred to in
sub-section (3C) of Section 211 of the Act and 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, in the case of:
i) the Balance Sheet, of the state of affairs of the Company as at
March 31, 2012;
ii) the Statement of Profit and Loss, of the loss for the year ended on
that date; and
iii) the Cash Flow Statement, of the cash flows for the year ended on
that date.
Annexure to the Auditors' report of even date to the members of Moser
Baer India Limited on the financial statements for the year ended March
31, 2012
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
over a period of three years which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.
(c) In our opinion, a substantial part of fixed assets have not been
disposed off during the year.
ii) (a) The management has conducted physical verification of inventory
at reasonable intervals during the year, except goods-in-transit and
stocks lying with third parties. For stocks lying with third parties at
the year-end, written confirmations have been obtained by the
management.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
iii) (a) The Company has granted unsecured loans to three parties
covered in the register maintained under Section 301 of the Act. The
maximum amount outstanding during the year is Rs. 946,500,000 and the
year-end balance is Rs. 389,500,000.
(b) In our opinion, the rate of interest is not, prima facie,
prejudicial to the interest of the Company. In respect of loan granted
to one party, the schedule of repayment is defined which in our opinion
is not prima facie, prejudicial to the interest of the Company and in
respect of loans granted to other parties, the principal amounts are
repayable on demand/there is no repayment schedule, hence, we are
unable to comment as to whether the terms and conditions are
prejudicial to the interest of the Company.
(c) In respect of loan granted to one party, receipt of the principal
amount and interest is regular. And in respect of loans granted to
other parties, the principal and interest amounts are repayable on
demand and since the repayment of such loans has not been demanded, in
our opinion, repayment of the principal amount is regular.
(d) There is no overdue amount in respect of loans granted to such
companies, firms or other parties.
(e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the Order are not applicable.
iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
v) (a) In our opinion, the particulars of all contracts or arrangements
that need to be entered into the register maintained under Section 301
of the Act have been so entered.
(b) In our opinion, the transactions made in pursuance of such
contracts or arrangements and exceeding the value of rupees five lakhs
in respect of any party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
vi) The Company has not accepted any deposits from public within the
meaning of sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business
viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act in respect of Company's products/services and
are of the opinion that, prima facie, the prescribed accounts and
records have been made and maintained. However, we have not made a
detailed examination of the cost records with a view to determine
whether they are accurate or complete.
ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees' state insurance, income-tax,
sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and
other material statutory dues, as applicable, have generally been
regularly deposited with the appropriate authorities, though there has
been a slight delay in a few cases. Further, no undisputed amounts
payable in respect thereof were outstanding at the year-end for a
period of more than six months from the date they become payable.
(b) The dues outstanding in respect of sales-tax, income-tax, custom
duty, wealth-tax, excise duty, cess on account of any dispute, are as
follows:
Name of the Nature of dues Amount (Rs.) Period to
which Forum where
dispute is
pending
statute amount
relates
Excise Duty Excise duty on
late 1,650,802 FY 2006-07 Additional
Commissioner
Custom
Act, 1948 filing of export
proofs and Central
Excise, Noida
Demand on account 3,563,234 FY 2011-12 Additional
Commissioner
Custom
of 3rd cess duty and Central
Excise, Noida
5,249,062 FY 2010-11 Commissioner
Custom and
Central
Excise, Noida
6,971,742 FY 2010-11 Commissioner
Custom and
Central
Excise, Noida
Disallowance of 176,694 FY 2011-12 Assistant
Commissioner
Custom
cenvat credit on
MS and Central
Excise, Noida
& GI pipes
Excise duty on 2,755,310 FY 2006-07 CESTAT, New
Delhi
royalty paid by (500,000)
the copyright
owners to artist/
film producers
(including penalty)
Custom Duty 4% SAD
(including 205,588,922 FY 2005-06 CESTAT, New
Delhi
Act 1962 penalty) FY 2006-07
4% SAD
(including 215,038,086 FY 2006-07 CESTAT, New
Delhi
penalty) FY 2007-08
4% SAD 79,934,850 FY 2007-08 Commissioner
Custom and
Central
Excise, Noida
396,741,056 FY 2007-08
to Commissioner
Custom and
Central
FY 2011-12 Excise, Noida
39,937,261 FY 2011-12 Commissioner
Custom and
Central
Excise, Noida
Duty free
import of 2,761,250 FY 2006-07 High Court of
Allahabad
Al. sheet/
toughened
glasses
(including
penalty
thereon)
Duty free
import of 1,841,000 FY 2000-01 Hon'ble
Supreme Court
of India
Al. sheet/
toughened
glasses
Customs duty 13,924,896 FY 2007-08 CESTAT,
Chennai
4% SAD against 35,183 FY 2008-09 CESTAT,
New Delhi
clearance of
free FY 2009-10
samples
59,124 FY 2009-10 Additional
Commissioner,
Noida
73,565 FY 2011-12 Assistant
Commissioner
Custom and
Central
Excise, Noida
282,965 FY 2010-11 CESTAT, New
Delhi
7,220 FY 2011-12 Assistant
Commissioner
Custom and
Central
Excise, Noida
Duty demand on 9,749,862 FY 2008-09 High Court of
Allahabad
supplies of steel
from DTA to SEZ
Disallowance of 10,749,267 FY 2006-07 Commissioner
Custom and
Central
cenvat credit on (2,953,470) Excise, Noida
insurance services
Dispute on 4,823,292 FY 2009-10 CESTAT, New
Delhi
classification
of LCD (4,603,586) FY 2010-11
panels
FY 2011-12
Finance Act, Cenvat credit of 56,746,863 FY 2008-09 Commissioner
Customs and
1994 service tax
paid u/s FY 2009-10 Central
Excise, Noida
66A denied FY 2009-10
FY 2010-11
FY 2011-12
29,849,266 FY 2011-12 Commissioner
Customs and
Central
Excise, Noida
106,554,346 FY 2007-08 Commissioner
Customs and
FY 2008-09 Central
Excise, Noida
FY 2009-10
FY 2010-11
Cenvat
credit of 63,316,764 FY 2005-06 CESTAT, New
Delhi
service tax
paid u/s 66A
denied
(including
penalty
thereon)
Service tax
on IPR 1,031,000 FY 2003-04 High Court,
New Delhi
services
(including 3,920,092 FY 2000-01 High Court,
New Delhi
penalty
thereon) FY 2001-02
Service tax
on IPR 58,640,712 FY 2003-04 Commissioner
Custom and
Central
services Excise, Noida
5,440,788 FY 1999-00 Deputy
Commissioner
Customs and
Central
Excise, Noida
5,606,684 FY 2003-04 Commissioner
Customs and
Central
Excise, Noida
FY 2004-05
Disallowance of 3,748,499 FY 2008-09 Additional
Commissioner
Custom
cenvat credit on FY 2009-10 and Central
Excise, Noida
outdoor canteen
services denied 2,312,533 FY 2009-10 Additional
Commissioner
Central
FY 2010-11 Excise, Noida
1,259,306 FY 2010-11 Additional
Commissioner
Custom and
Central
Excise, Noida
2,995,747 FY 2008-09 Additional
Commissioner
Customs
FY 2009-10 and Central
Excise, Noida
FY 2010-11
16,855 FY 2008-09 Assistant
Commissioner
Custom
FY 2009-10 and Central
Excise, Noida
FY 2010-11
Entry Tax Act Entry tax 1,372,650 AY 2003-04 High Court of
Allahabad
(686,322)
Entry tax 106,059,645 AY 2003-04 Supreme Court
Entry tax 16,040,000 AY 2004-05 Trade Tax
Tribunal,Noida
Entry tax 1,994,006 AY 2005-06 Trade Tax
Tribunal,Noida
(398,801)
Entry tax 630,000 AY 2005-06 High Court of
Allahabad
(315,000)
Entry tax 574,962 AY 2006-07 High Court of
Allahabad
(287,463)
Entry tax 352,040 AY 2007-08 High Court of
Allahabad
(176,020)
Entry tax 737,772 AY 2008-09 Additional
Commissioner,
Sales Tax,
Noida
Central
Sales Non submission of 15,145,346 AY 2006-07 Commercial Tax
Tribunal,Noida
Tax Act, 1956 Form C and Form F
for stock
transfers (4,543,604)
and rate
difference 5,299,908 AY 2008-09 Additional
Commissioner,
Sales
(3,200,000) Tax, Noida
Sales tax
demand on 212,375 AY 2004-05 Commercial
Tax Tribunal,
Noida
PP bags
Sale enhancement 195,050 AY 2007-08 Commercial Tax
Tribunal, Noida
due to penalty
Dispute on rate of 441,000 AY 2007-08 Additional
Commissioner
(Appeals),
tax on recorded
CD/ (87,984) Sales Tax,
Noida
DVD
1,739,802 AY 2007-08 Commercial Tax
Tribunal,Noida
Penalty for
lower tax 3,246,969 AY 2007-08 Sales Tax
Appellate
Tribunal,Noida
paid on recorded
CD/ DVD (397,734)
12,812,826 AY 2007-08 Sales Tax
Appellate
Tribunal,Noida
(1,631,624)
Uttar
Pradesh Rate difference
on 71,974,282 AY 2006-07 Commercial Tax
Tribunal,Noida
Trade Tax,
1948 CD/ DVD
Rate difference
on 6,411,838 AY 2008-09 Additional
Commissioner,
Sales
recorded CD/
DVD / Tax, Noida
and wooden
pallets (800,000)
Rate difference on 4,074,291 AY 2007-08 Sales Tax
Appellate
Tribunal,Noida
recorded CD/ DVD 735,146 AY 2007-08 Additional
Commissioner
(Appeals), _
(64,649) Sales Tax,
Noida
Income Tax
Act, Demand for non- 108,889,105 AY 2004-05 Income Tax
Appellate
Tribunal
1961 deduction of
TDS (34,500,000) AY 2005-06
AY 2006-07
AY 2007-08
Notes:
(i) FY - Financial year
(ii) AY - Assessment year
(iii) Amounts shown in brackets represent deposits made under protest.
x) In our opinion, the Company's accumulated losses at the end of the
financial year are less than fifty per cent of its net worth. The
Company has not incurred cash losses during the year. In the preceding
financial year, the Company had incurred cash losses.
xi) There are no dues to debenture-holders. The Company has defaulted
in repayment of dues to banks and financial institution as summarised
below:
Particulars Amount (Rs.) Due date Delay in
days
Banks 73,474,188 December 26, 2011 96
65,956,316 January 31, 2012 60
18.750.000 February 20, 2012 40
62.500.000 February 24, 2012 36
250.000.000 February 28, 2012 32
240,281,559 February 29, 2012 31
125.000.000 March 25, 2012 6
100.000.000 March 26, 2012 5
12.500.000 March 29, 2012 2
Financial institutions 48,252,740 March 10, 2012 21
2,356,058 March 26, 2012 5
32,609,253 March 29, 2012 2
As further elaborated in note 6(i)(b) to the financial statements, the
Company made an application with the Corporate Debt Restructuring Cell
to re-structure its loans, which was admitted on March 31, 2012 and
approved by Corporate Debt Restructuring Empowered Group on October 22,
2012.
xii) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly, the provisions of clause 4(xii) of the Order are not
applicable.
xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of
the Order are not applicable.
xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
xvii) In our opinion, the Company has raised short term funds
aggregating to approximately Rs. 2,490,886,020, which have been used for
repayment of long term loans.
xviii) During the year, the Company has not made any preferential
allotment of shares to parties or companies covered in the register
maintained under Section 301 of the Act. Accordingly, the provisions of
clause 4(xviii) of the Order are not applicable.
xix) The Company has neither issued nor had any outstanding debentures
during the year. Accordingly, the provisions of clause 4(xix) of the
Order are not applicable.
xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No: 001076N
per David Jones Partner
Membership No. 098113
Place: New Delhi
Date : November 9, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Moser Baer India
Limited (the "Company") as at March 31, 2011, and the related Profit
and Loss Account and Cash Flow Statement for the year ended on that
date annexed thereto, which we have signed under reference to this
report. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956'
of India (the 'Act') and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that:
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of 3 years which, in our opinion, is reasonable having regard to
the size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets has been physically verified
by the Management after the year end and no material discrepancies
between the book records and the physical inventory have been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
ii. (a) The inventory (excluding stocks with third parties) has been
physically verified by the Management during the year. In respect of
inventory lying with third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
iii. The Company has not granted/ taken any loans, secured or
unsecured, to/ from companies, firms or other parties covered in the
register maintained under Section 301 of the Act and accordingly
clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of
paragraph 4 of the Order are not applicable to the Company for the
current year.
iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods and
services. 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 weaknesses in the
aforesaid internal control system.
v. (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register
required to be maintained under that section.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs 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.
vi. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
viii. We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the Rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 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 records with a view to determine whether
they are accurate or complete.
ix. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, except some
delays in the deposit of dues of service tax, sales tax, professional
tax and income tax, the Company is regular in depositing the undisputed
statutory dues including provident fund, investor education and
protection fund, employees' state insurance, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues as
applicable with the appropriate authorities. The extent of the arrears
of statutory dues outstanding as at March 31, 2011 for a period of more
than six months from the date they became payable are as follows:
Name of the
statute Nature of dues Amount Period to Due Date
(Rs.) which the
amount
relates
Income Tax Act,
1961 Interest on delay
of TDS 64,052 June'10 04.08.2010
Central Sales
Tax Act, 1956 Central Sales Tax 239,248 2008-09, Various (20th
of the
2009-10 next month)
Professional Tax
Act, 1975 Professional Tax 21,067 2008-09 Various
(last day of
next month)
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise
duty and cess as at March 31, 2011 which have not been deposited on
account of a dispute are as follows:
Name of the Nature of dues Amount Period to Forum where the
statute (Rs.) which the dispute is
amount
relates pending
Central
Excise Excise duty 9,749,862 2008-09 High Court,
Allahabad
Act, 1944
Excise duty 1,650,802 2006-07 Additional
Commissioner,
Noida
Customs Act,
1962 Customs duty 290,248,356 2006-07, Commissioner,
Customs &
2007-08 Central Excise,
Noida
Customs
Act, 1962 Customs duty
and penalty
thereon 2,747,885 2001-02, CESTAT, New Delhi
(4,500,696) 2010-11
Customs duty 13,924,896 2007-08 CESTAT, Chennai
Customs duty 59,124 2009-10 Assistant
Commissioner,
CE Noida
Customs duty 35,183 2008-09 Commissioner,
Appeals
Finance Act,
1994 Service tax
and penalty
thereon 824,004 2000-02 Commissioner
(Appeals),
Customs & Central
Excise,
Noida
Service tax 72,043,193 2000-02,
2003-04 Commissioner
Customs &
(2,953,470) 2008-09 Central Excise,
Noida
Service tax 5,440,788 1999-00 Deputy Commissioner
Customs & Central
Excise, Noida
Service tax
and penalty
thereon 3,920,092 2000-02 High Court,
New Delhi
Service tax
and penalty
thereon 63,316,764 2005-06 CESTAT, New Delhi
Service tax 6,061,032 2008-09,
2009-10 Additional
Commissioner,
2010-11 Noida
Central
Sales Tax Sales tax 10,601,742 2006-07 Joint Commissioner
Act, 1956 (4,543,604) (Appeals), Noida
Sales tax 441,000 2007-08 Additional
Commissioner
(Appeals)
UP Trade Tax Sales tax 212,375 2004-05 Joint Commissioner
Act, 1948 (Appeals), Noida
Sales tax 195,050 2007-08 Commercial Tax
Tribunal,
Noida Bench
Sales tax 735,146 2007-08 Additional
Commissioner
(Appeals)
Income Tax Income tax 50,794,174 2004-05,
2005-06 Commissioner of
Income
Act, 1961 (34,500,000) 2006-07,
2007-08 Tax (Appeals)
Notes:
1. The above details exclude appeals made by the Department to higher
appellate authorities as there is no stay on the order passed by lower
appellate authorities in favour of the Company and the amount is not
ascertainable.
2. The figures in brackets represent amounts deposited under protest
and demands shown against them are net of such deposits.
x. The Company has no accumulated losses as at March 31, 2011 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank as at the
balance sheet date.
xii. The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
xiii. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund/ societies are not applicable to the
Company.
xiv. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
xv. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company, for loans taken by others from banks or financial institutions
during the year, are not prejudicial to the interest of the Company.
xvi. 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 obtained.
xvii. On the basis of an overall examination of the balance sheet of
the Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
xix. The Company has not issued any debentures and accordingly clause
(xix) of paragraph 4 of the Order is not applicable to the Company for
the current year.
xx. The Company has not raised any money by public issues during the
year. The Management has disclosed the end use of money raised by a
public issue in an earlier year (Refer Note 16 (b) of Schedule 22
Part-B) which has been verified by us.
xxi. 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 instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
4. Further to our comments in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2011 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2011
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(I) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
(ii) in the case of the Profit and Loss Account, of the loss for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
For Price Waterhouse
Firm Registration Number: 012754N
Chartered Accountants
Place: New Delhi Anuradha Tuli
Date: August 25, 2011 Partner
Membership No: F-085611
Mar 31, 2010
1. We have audited the attached Balance Sheet of Moser Baer India
Limited (the "Company") as at March 31, 2010, and the related Profit
and Loss Account and Cash Flow Statement for the year ended on that
date annexed thereto, which we have signed under reference to this
report. 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 the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of
India (the Act) and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that:
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of 3 years which, in our opinion, is reasonable having regard to
the size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets has been physically verified
by the Management during the year and no material discrepancies between
the book records and the physical inventory have been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
ii. (a) The inventory (excluding stocks with third parties) has been
physically verified by the Management during the year. In respect of
inventory lying with third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
iii. The Company has not taken/granted any loans, secured or unsecured,
from/to companies, firms or other parties covered in the register
maintained under Section 301 of the Act. As the Company has not
taken/granted any loans, secured or unsecured, from/to companies, firms
or other parties covered in the register maintained under Section 301
of the Act, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g)
of paragraph 4 of the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors Report) (Amendment) Order, 2004 are
not applicable to the Company for the current year.
iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods and
services. 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 weaknesses in the
aforesaid internal control system.
v. (a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Act have been entered in the register required to
be maintained underthat section.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs 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.
vi. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
viii. The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act for any of the products of the Company.
ix. (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 generally regular in depositing the undisputed statutory dues of
income-tax, sales-tax and value added tax and regular in depositing the
undisputed statutory dues including provident fund, investor education
and protection fund, employees state insurance, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues
as applicable with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise
duty and cess as at March 31,2010 which have not been deposited on
account of a dispute, are as follows:
Name of the Nature of dues Amount
statute (Rs.)
Tax on Entry of On purchase of diesel
and cement 960,858
Goods Act, 2000 (686,322)
On purchase of capital goods 106,059,645
On purchase of diesel and
cement 15,044,992
On purchase of furnace oil
and cement 2,197,204
(1,001,764)
Central Excise Act, Customs duty on import of 1,841,000 1944
and Customs aluminum sheets
Act, 1962
Central Excise Act, Customs duty on royalty 2,275,310
and Customs charges for replicating
CD ROM (500,000)
Act, 1962
Additional custom duty
levied on sales 290,248,354
from Export Oriented
Unit to Domestic Tariff Area
Export Duty on Iron &
Steel items procured by
SEZ from DTA 9,749,862
Service Tax
Act, 1994 Service tax on services
provided 824,004
to foreign suppliers
64,247,396
5,440,788
3,920,092
CENVAT credit availed on
IPR Services 63,316,734
CENVAT credit availed on
Service tax 7,795,797
paid on insurance policy (2,953,470)
Central Sales Central Sales Tax 69,622,366
Tax, 1956 (6,815,045)
UP Trade Tax Act, UP Trade Tax 654,072
1948 1,750,579 2005-06
Income Tax Act, Non-deduction of TDS on
interest paid 66,117,134
1961 (34,500,000)
Name of the Period to Forum where the
statute which the dispute is
amount relates pending
Tax on Entry of 2003-04 Trade Tax Tribunal
Goods Acvt,2000
1999-01 Supreme Court of India
2004-05 High Court, Lucknow
2005-06, Joint Commissioner
2006-07 Appeals
Central Excise Act, 1999-2000 Supreme Court of India
1944 and Customs
Act, 1962
Central Excise Act, 2001-02 Customs, Excise and
and Customs Service Tax Appellate
Act,1962 Tribunal
2006-07 Commissioner, Customs 6
2007-08 Central Excise, Noida
2008-09 High Court, Allahabad
Service Tax
Act,1994 2000-02 Commissioner (Appeals),
Customs & Central
Excise, Noida
2000-02, Commissioner Customs &
2003-04 Central Excise, Noida
1999-00 Deputy Commissioner,
Customs & Central Excise,
Noida
2000-02 High Court, Delhi
2005-06 Central Excise and Service
Appellate Tribunal
2008-09 Commissioner Customs &
Central Excise, Noida
Central Sales 2003-07 Joint Commissioner
Tax, 1956 (Appeals), Noida
UP Trade Tax Act, 2004-05, Joint Commissioner
1948 (Appeals), Noida
Income Tax Act, 2004-05 Commissioner of Income
1961 2005-06 Tax (Appeals)
2006-07
2007-08
Notes:
1. The above details exclude Departmental Appeals to higher
authorities as there is no stay on the order of lower authority
favouring the Company and the amount is not ascertainable.
2. The figures in brackets represent amounts deposited under protest
and demands shown against them are net of such deposits.
x. The Company has no accumulated losses as at March 31,2010 and it has
not incurred any cash losses in the financial year ended on that date
or in the immediately preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii. The provisions of any special statute applicable to chit fund /
nidhi /mutual benefit fund/societies are not applicable to the Company.
xiv. In our opinion, the Company is not a dealer ortrader in shares,
securities, debentures and other investments.
xv. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company, for loans taken by others from banks or financial institutions
during the year, are not prejudicial to the interest of the Company.
xvi. 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 obtained.
xvii. On the basis of an overall examination of the balance sheet of
the Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
xix. As the Company has not issued any debentures during the year and
no debentures are outstanding as at the year end, clause (xix) of
paragraph 4 of the Companies (Auditors Report) Order, 2003, as amended
by the Companies (Auditors Report) (Amendment) Order, 2004 is not
applicable to the Company for the current year.
xx. The Company has not raised any money by public issues during the
year. The Management has disclosed the end use of monies during the
year, out of public issue raised in the earlier year (Refer Note 16 (b)
of Schedule 22 Part-B) which has been verified by us.
xxi. 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 instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
4. Further to our comments in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the
directors, as on March 31,2010 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2010
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
company as at March 31,2010;
(ii) in the case of the Profit and Loss Account, of the loss for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
For Price Waterhouse
Firm Registration Number: 007568S
Chartered Accountants
Anuradha Tuli
Partner
Membership Number: F 085611
Place: Gurgaon
Date : July 12, 2010
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