Auditor Report of OK Play India Ltd.
Mar 31, 2023
OK PLAY INDIA LIMITED (CIN: L28219HR1988PLC030347)
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of O K PLAY INDIA LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and notes to Standalone Financial Statements including a summary of the significant accounting policies and other explanatory information, (hereinafter referred to as âInd AS Standalone Financial Statementsâ).
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the companyâs ability to continue as going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companyâs financial reporting process.
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the
Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions if users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also,
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has an adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statement represent the underlying transactions and events in a manner that achieves fair presentation.
Materially is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materially and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work, and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, and its profit/loss and its cash flows for the year ended on that date.
We draw attention to the following matters in the Notes to the financial statements:
a) The company has an amount of Rs. 912.88 Lacs (PY - Rs. 1000.75 Lacs) outstanding under Advances to others. This amount pertains to the advances given to parties for supply of goods and services. Out of this amount, the balance receivable includes Rs 713.69 Lacs from parties which have been outstanding for a long time. The management has represented that the number of advances has been reduced significantly in the current year and is confident that such advances are recoverable/adjustable and that no accrual of diminution in value of trade receivable is considered necessary as at 31st March 2023. We have relied on the documents submitted by the management in respect of recoverability of the receivable, external confirmations received and the management''s internal assessment and representation in this matter.
b) The company has total receivable of Rs. 3149.76 Lacs (PY Rs 2704.29 Lacs) which includes trade receivables, advances etc. Out of the above balance, Rs 1730.72 Lacs (PY Rs 1717.97 Lacs) pertains to be receivable from its subsidiary companies. The management has stated that the provision created for the doubtful receivable is sufficient considering the recoverability of the assets. The management, based on internal assessment and evaluations, has also represented that the significant portion of such trade receivable and advances are recoverable/adjustable and that no additional accrual of diminution in value of trade receivable is therefore necessary as at 31st March 2023. We have relied on the documents submitted by the management in respect of recoverability of the receivable, external confirmation received and the management internal assessment and the representation in this matter.
Our opinion is not modified in respect of these matters.
Information Other than the Standalone Financial Statements and Auditorâs Report Thereon
The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexures to Boardâs Report, Corporate Governance and Shareholderâs Information, but does not include the standalone financial statements and our auditorâs report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in âAnnexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(2) As required by 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Standalone Financial Statements.
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian 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 31st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 26 (I) to the financial statements.
ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Chartered Accountants (Firm Registration No.: 025913N)
Naveen Kumar (Partner)
Membership No. 536759 UDIN: 23536759BGVWWS5024
Place: New Delhi Date: 22nd April 2023
Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying financial statements of OK PLAY INDIA LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for then year the ended and a summary of significant accounting policies and other explanatory information, (hereinafter referred to as âInd AS Financial Statementsâ).
Managementâs Responsibility for the Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with companies (Indian Accounting Standard) Rules, 2015 as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Board of Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditorsâ Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in âAnnexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(2) As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account;
d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules,2015 as amended
e. On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we give our separate Report in âAnnexure Bâ.
g. With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements as referred to in Note 30(1) to the Ind AS financial statements.
(ii) The Company did not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE âAâ TO THE INDEPENDENT AUDITORSâ REPORT
(Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirements of our Report of even date)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all items over a period 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 have been noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.
(iii) According to the information and explanations given to us, the Company has not granted during the year secured or unsecured loans to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, clause (iii) (a), (b) and (c) of the order are not applicable.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of grant of loans, making investments and providing guarantees and securities.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of clause (v) are not applicable to the company.
(vi) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not however carried out a detailed examination of the same.
(vii) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to it. (b) According to the information and explanations given to us, there are no material dues of income tax, service tax, duty of customs, duty of excise, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute.
(viii) According to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks.
(ix) According to the information and explanations given to us, the Company has raised new term loans during the year but has not raised any money by way of initial public offer or further public offer (including debt instruments). The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which the loans were raised.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS financial statements etc. as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has made during the year, private placement of warrants (convertible into equity shares) on preferential basis. The requirement of section 42 of Companies Act, 2013 have been complied with and the amount raised has been used for the purpose for which the funds were raised.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) In our opinion and according to the information and explanations provided to us the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Act1)
We have audited the internal financial controls over financial reporting of OK Play India Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Acompanyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For D. S. CHADHA & ASSOCIATES
CHARTERED ACCOUNTANTS
(FRN 026723-N)
-Sd-
D. S. CHADHA
Place : New Delhi PROPRIETOR
d : 30th May, 2018 M N- 015727
Mar 31, 2016
INDEPENDENT AUDITORS'' REPORT
To The Members of OK PLAY INDIA LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying financial statements of OK PLAY INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 these financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of Director''s, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ''Annexure A'', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure B''.
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :
a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 27(1) to the financial statements
b. The Company did not have any long term contracts including derivative contracts for which there are any material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE A TO THE INDEPENDENT AUDITORS'' REPORT
Annexure referred to in Independent Auditors'' Report of even date to the members of OK Play India Limited for the year ended 31 March 2016
(i) (a) The Company has maintained 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 items over a period 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 have been noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.
(iii) According to the information and explanations given to us, the Company has not granted during the year secured or unsecured loans to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, clause (iii) (a), (b) and (c) of the order are not applicable.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans and investments made.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of clause (v) are not applicable to the company.
(vi) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of manufacturing activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same.
(vii) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to it except the following which are outstanding for more than six months.
|
Nature of the Dues |
Amount (Rs) |
Period to which the amount relates |
Due Date |
Date of Payment |
Remarks, if any |
|
Sales Tax |
15,69,300.00 |
2009-10 |
30/04/2014 |
21/04/2016 |
|
|
Sales Tax |
3,01,565.00 |
2011-12 |
30/06/2015 |
17/05/2016 |
|
|
Sales Tax |
5,84,623.00 |
2012-13 |
04/05/2015 |
|
|
(b) According to the information and explanations given to us, there are no material dues of income tax, service tax, duty of customs, duty of excise, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute, except the following:
|
Nature of the Dues |
Amount (Rs) |
Period to which the amount relates |
Forum where dispute is pending |
Remarks, if any |
|
Penalty under the Central Excise Act |
29,37,276.00 |
1996-97 |
Central Excise & Service Tax Appellate Tribunal |
|
(viii) According to the information and explanations given to us, the Company has defaulted in the repayment of dues to financial institutions and banks as under:
|
Particulars |
Amount of default as at balance sheet date (Rs.) |
Period of default |
Remarks |
|
Indian Overseas Bank |
6,25,001 |
1 month |
Paid on 8th April, 2016 |
|
Indian Overseas Bank |
6,25,001 |
1 day |
Paid on 16th April, 2016 |
|
Indian Overseas Bank |
16,77,044.00 |
Maximum period of 1 month |
Paid on 16th April, 2016 |
|
Indian Overseas Bank |
4,14,09,875.00 |
1 day |
Unpaid |
|
Indian Overseas Bank |
13,04,173.20 |
1 month |
Paid on 5th May, 2016 |
|
Indian Overseas Bank |
18,66,486.17 |
1 day |
Unpaid |
|
Mentor Financial Services Ltd |
1,80,000.00 |
1 day |
Paid on 3rd May, 2016 |
(ix) According to the information and explanations given to us, the Company has raised new term loans during the year but has not raised any money by way of initial public offer or further public offer (including debt instruments). The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which the loans were raised.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.
For D. S. CHADHA & ASSOCIATES
CHARTERED ACCOUNTANTS
(FRN 026723-N)
sd/-
D. S. CHADHA
Place: New Delhi PROPRIETOR
Dated: 27th May, 2016 M.N. 015727
Mar 31, 2015
We have audited the accompanying financial statements of OK PLAY INDIA
LIMITED ("the Company"), which comprise the Balance Sheet as at 31st
March, 2015, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting the 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 these financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or
error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error., In making those risk assessments, the auditor
considers internal financial control relevant to the Company's
preparation of the financial statements that give 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 Board of Director's,
as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31,2015, and its loss and its cash flows for the year ended on
that date.
Emphasis of Matter
We draw attention to Note 27(3) to the financial statements which
describes the uncertainty related to the realization of the amount of
the insurance claim lodged with the Insurance Company. Our opinion is
not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Companies Act, 2013, we give in
the Annexure a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors
as on 31 March, 2015, taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March, 2015, from being
appointed as a director in terms of section 164(2) of the Act.
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us :
a. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements as referred to in Note
27(1) to the financial statements
b. The Company did not have any long term contracts including
derivative contracts for which there are any material foreseeable
losses.
c. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
Annexure referred to in Auditors' Report of even date to the members of
OK Play India Limited for the year ended 31 March 2015
(i) (a) The Company has maintained 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 items over a
period 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 have been
noticed on such verification.
(ii) (a) The inventories have been physically verified during the year
by the management. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iii) According to the information and explanations given to us, the
Company has not granted during the year secured or unsecured loans to
Companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act, 2013. Accordingly, clause (iii)
(a) and (b) of the order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness in the internal control system.
(v) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposit from the public.
Therefore, the provisions of clause (v) are not applicable to the
company.
(vi) According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
section 148(1) of the Companies Act, 2013 for the products of the
company.
(vii) (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate
authorities 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 applicable to it except Income Tax amounting to
Rs 1,16,01,113/-, Service Tax Rs. 85,219/- and Sale Tax Demand Rs.
27,62,126/- which is outstanding for more than six months.
(b) According to the information and explanations given to us, there
are no material dues of income tax, wealth tax, service tax, duty of
customs, duty of excise, value added tax and cess which have not been
deposited with the appropriate authorities on account of any dispute,
except the following:
(i) disputed Sales Tax of Rs. 11,200/- pending before the Sales Tax
Officer;
(ii) disputed Sales Tax of Rs. 23,624/- pending before the Assistant
Commissioner, Sales Tax;
(iii) disputed penalty of Rs. 29,37,276/- under the Central Excise Act
pending before the Central Excise & Service Tax Appellate Tribunal.
(c) According to the information and explanations given to us there are
no amounts which are required to be transferred to Investor Education
and Protection Fund in accordance with the relevant provisions of the
Companies Act, 1956 and the rules made there -under.
(viii) The Company has accumulated losses at the end of the financial
year which is less than 50% of the net worth. The Company has not
incurred any cash loss during the financial year and in the immediately
preceding financial year.
(ix) According to the information and explanations given to us, we are
of the opinion that the Company has not defaulted in the repayment of
dues to financial institutions and banks.
(x) In our opinion and according to the information and explanations
given to us, having regard to the fact that the subsidiary is wholly
owned, the terms and conditions of the guarantee given by the Company
for loan taken by the subsidiary from a bank are not prima facie
prejudicial to the interest of the company.
(xi) According to the information and explanations given to us, the
Company has raised new term loans during the year. The term loans
outstanding at the beginning of the year and those raised during the
year have been applied for the purpose for which the loans were raised.
(xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the year.
For S. P. MARWAHA & CO.
CHARTERED ACCOUNTANTS
(FRN 000229-N)
Sd/-
Place: New Delhi A. S. BAJAJ
Dated: 30th May, 2015 PARTNER
M.N. 086120
Mar 31, 2014
1. We have audited the accompanying financial statements of OK PLAY
INDIA LIMITED (the "Company"), which comprise the Balance Sheet as at
March 31, 2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information, which we have
signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s Management is responsible for the preparation of
these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company
in accordance with the Accounting Standards notified under the
Companies Act, 1956 (the Act) read with the General Circular 15/2013
dated 13th September, 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013 and in accordance
with the accounting principles generally accepted in India. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the 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 the 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 aforesaid financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the loss of the
Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date. Report on Other Legal and
Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003, as
amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of the Act (hereinafter referred to as the "Order"), 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 give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
8. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this report comply with the
Accounting Standards notified under the Act read with the General
Circular 15/2013 dated 13th September, 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013;
(e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act.
Annexure referred to in paragraph 7 of the Auditors'' Report of even
date to the members of OK Play India Limited for the year ended 31st
March, 2014
i) a) The Company has maintained 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
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 have been
noticed on such verification.
c) In our opinion and according to the information and explanations
given to us, the Company has not disposed off any substantial part of
fixed assets during the year.
ii) a) As explained to us, the inventories held by the Company were
physically verified during the year by the management at reasonable
intervals.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us, the
Company has not granted during the year secured or unsecured loans to
Companies, firms or other parties covered in the register maintained
under section 301 of Companies Act, 1956. Accordingly, para (iii) (b),
(c) and (d) of the order are not applicable.
e) According to the information and explanations given to us, the
company has taken unsecured loan during the year from directors. The
maximum amount involved during the year was Rs. 99,21,699/25.
f) According to the information and explanations given to us, in our
opinion, the terms and conditions of unsecured loans taken by the
company, are not, prima-facie, prejudicial to the interest of the
Company.
g) The Company has been regular in payment of principal amount as
stipulated.
iv) a) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventories, fixed assets and for the sale
of goods and services.
b) In our opinion and according to the information and explanations
given to us, there is no continuing failure to correct major weaknesses
in internal control.
v) a) On the basis of the audit procedures performed by us, and
according to the information and explanations and representations given
to us, we are of the opinion that particulars of contracts or
arrangements referred to in section 301 of the Act have been entered in
the register maintained under that section.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Act have been made at prices which are reasonable having regard to
the prevailing market prices at that relevant time.
vi) The Company has not accepted any deposits from the public during
the year to which the directives issued by the Reserve Bank of India
and the provisions of sections 58 A and 58 AA of the Companies Act,
1956 and the rules framed thereunder are applicable.
vii) In our opinion, the company has an internal audit system
commensurate with its size and the nature of its business.
viii) The Central Government has prescribed maintenance of cost records
under clause (d) of sub-section (1) of section 209 of the Companies
Act, 1956 in respect of certain manufacturing activities of the
company. We have broadly reviewed the accounts and records of the
company in this connection and are of the opinion that, prima facie,
the prescribed accounts and records have been made and maintained. We
have not, however, carried out a detailed examination of the same.
ix) (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, investor education and
protection fund, employees state insurance, sales tax, wealth tax,
custom duty, service tax, excise duty, cess and any other material
statutory dues applicable to it except income tax amounting to Rs
65,14,036/- which is outstanding for more than six months.
(b) According to the information and explanations given to us, there
are no dues of income tax, wealth tax, service tax, custom duty and
cess which have not been deposited with the appropriate authorities on
account of any dispute except:
(i) disputed Sales Tax of Rs. 11,200/- pending before the Sales Tax
Officer;
(ii) disputed Sales Tax of Rs. 23,624/- pending before the Assistant
Commissioner, Sales Tax;
(iii) disputed penalty of Rs. 29,37,276/- under the Central Excise Act
pending before the Central Excise & Service Tax Appellate Tribunal.
x) The Company has accumulated losses at the end of the financial year
March 31, 2014 which are less than 50% of the networth. The Company has
not incurred any cash losses during the financial year ended March 31,
2014 and in the immediately preceding financial year ended March 31,
2013.
xi) In our opinion and according to information and explanations given
to us, the company has not defaulted in repayment of dues to financial
institutions & banks.
xii) As per records maintained by the Company, no loans or advances
have been granted by the Company on the basis of security by way of
pledge of shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefits fund / society. Therefore, the provisions of clause 4
(xiii) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to this Company.
xiv) As per the records maintained, the Company does not deal or trade
in shares, securities, debentures and other investments.
xv) In our opinion and according to the information and explanations
given to us, having regard to the fact that the subsidiary is wholly
owned, the terms and conditions of the guarantee given by the Company
for loan taken by the subsidiary from a bank are not prima facie
prejudicial to the interest of the company.
xvi) The term loans have been applied for the purpose for which the
loans were obtained.
xvii) According to the information and explanations given to us and on
overall examination of the balance sheet of the company, we are of the
opinion that funds raised on short term basis have not 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.
xix) The Company has not issued any debenture during the year.
xx) The Company has not raised any money by public issues during the
year.
xxi) On the basis of the audit procedures carried out by us and
information and explanation given by the management, we state that no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For S. P. MARWAHA & CO.
Chartered Accountants
(FRN 000229-N)
(A. S. BAJAJ)
Place: New Delhi Partner
Date: 30th May, 2014 M.No. 086120
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of OK PLAY
INDIA LIMITED (the "Company"), which comprise the Balance Sheet as at
March 31, 2013, 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, which we have
signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s Management is responsible for the preparation of
these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company
in accordance with the Accounting Standards referred to in sub-section
(3C) of Section 211 of the Companies Act, 1956 of India (the "Act").
This responsibility includes the design, implementation and maintenance
of internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the 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 auditors consider 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 accompanying financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003, as
amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of the Act (hereinafter referred to as the "Order"), 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 give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
8. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement 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, 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 referred to in paragraph 7 of the Auditors'' Report of even
date to the members of OK Play India Limited for the year ended 31st
March, 2013
i) a) The Company has maintained 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
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 have been
noticed on such verification.
c) In our opinion and according to the information and explanations
given to us, the Company has not disposed off any substantial part of
fixed assets during the year.
ii) a) As explained to us, the inventories held by the Company were
physically verified during the year by the management at reasonable
intervals.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us, the
Company has not granted during the year secured or unsecured loans to
Companies, firms or other parties covered in the register maintained
under section 301 of Companies Act, 1956. Accordingly, para (iii) (b),
(c) and (d) of the order are not applicable.
e) According to the information and explanations given to us, the
company has taken unsecured loan during the year from directors. The
maximum amount involved during the year was Rs. 2,60,37,643/25.
f) According to the information and explanations given to us, in our
opinion, the terms and conditions of unsecured loans taken by the
company, are not, prima-facie, prejudicial to the interest of the
Company.
g) The Company has been regular in payment of principal amount as
stipulated.
iv) a) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventories, fixed assets and for the sale
of goods and services.
b) In our opinion and according to the information and explanations
given to us, there is no continuing failure to correct major weaknesses
in internal control.
v) a) On the basis of the audit procedures performed by us, and
according to the information and explanations and representations given
to us, we are of the opinion that particulars of contracts or
arrangements referred to in section 301 of the Act have been entered in
the register maintained under that section.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Act have been made at prices which are reasonable having regard to
the prevailing market prices at that relevant time.
vi) The Company has not accepted any deposits from the public during
the year to which the directives issued by the Reserve Bank of India
and the provisions of sections 58 A and 58 AA of the Companies Act,
1956 and the rules framed thereunder are applicable.
vii) In our opinion, the company has an internal audit system
commensurate with its size and the nature of its business.
viii) The Central Government has prescribed maintenance of cost records
under clause (d) of sub-section (1) of section 209 of the Companies
Act, 1956 in respect of certain manufacturing activities of the
company. We have broadly reviewed the accounts and records of the
company in this connection and are of the opinion that, prima facie,
the prescribed accounts and records have been made and maintained. We
have not, however, carried out a detailed examination of the same.
ix) (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, investor education and
protection fund, employees state insurance, sales tax, wealth tax,
custom duty, service tax, excise duty, cess and any other material
statutory dues applicable to it except income tax amounting to Rs
65,14,036/- which is outstanding for more than six months.
(b) According to the information and explanations given to us, there
are no dues of income tax, wealth tax, service tax, custom duty and
cess which have not been deposited with the appropriate authorities on
account of any dispute except:
(i) disputed Sales Tax of Rs. 11,200/- pending before the Sales Tax
Officer;
(ii) disputed Sales Tax of Rs. 23,624/- pending before the Assistant
Commissioner, Sales Tax;
(iii) disputed penalty of Rs. 29,37,276/- under the Central Excise Act
pending before the Central Excise & Service Tax Appellate Tribunal.
x) The Company does not have accumulated losses at the end of the
financial year March 31, 2013. Further, the Company has not incurred
any cash losses during the financial year ended March 31, 2013 and in
the immediately preceding financial year ended March 31, 2012.
xi) In our opinion and according to information and explanations given
to us, the company has not defaulted in repayment of dues to financial
institutions & banks.
xii) As per records maintained by the Company, no loans or advances
have been granted by the Company on the basis of security by way of
pledge of shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefits fund / society. Therefore, the provisions of clause 4
(xiii) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to this Company.
xiv) As per the records maintained, the Company does not deal or trade
in shares, securities, debentures and other investments.
xv) The Company has given guarantees for loans taken by others from
banks and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prime facie prejudicial to the interest of
the company.
xvi) The term loans have been applied for the purpose for which the
loans were obtained.
xvii) According to the information and explanations given to us and on
overall examination of the balance sheet of the company, we are of the
opinion that funds raised on short term basis have not 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.
xix) The Company has not issued any debenture during the year.
xx) The Company has not raised any money by public issues during the
year.
xxi) On the basis of the audit procedures carried out by us and
information and explanation given by the management, we state that no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For S.P. MARWAHA & CO.
Chartered Accountants
(FRN 000229-N)
(A.S. BAJAJ)
Place: New Delhi Partner
Date: 10th June, 2013 M. No. 086120
Mar 31, 2012
We have audited the attached Balance Sheet of M/s. OK PLAY INDIA
LIMITED as at 31st March, 2012, the Statement of Profit and Loss and
the Cash Flow Statement of the Company for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
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.
1. As required by the Companies (Auditor's Report) Order, 2003
issued by the Central Government of India in terms of section 227(4A)
of the Companies Act, 1956, we enclose in the Annexure a statement on
the matters specified in paragraph 4 and 5 of the said order, to the
extent applicable.
2. Further to our comments in the Annexure referred to in the
paragraph 1 above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
(b) In our opinion, proper books of accounts as required by law have
been kept by the Company, so far as appears from our examination of
those books.
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956, as they apply to the Company.
(e) On the basis of written representations received from the directors
as on 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2012 from being appointed as a director in terms of clause (g) of
sub-section (1) of the section 274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2012;
ii) in the case of Statement of Profit and Loss, of the Loss of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure referred to in paragraph 1 of the report of even date
i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) These assets have been physically verified by the management at the
end of the financial year, which in our opinion is reasonable having
regard to the size of the Company and the nature of its assets.
According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
c) As per the records and as explained to us, the Company has not
disposed off any substantial or major portion of fixed assets during
the year.
ii) a) As explained to us, the inventories held by the Company were
physically verified during the year by the management at reasonable
intervals.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us, the
Company has not granted during the year secured or unsecured loans to
Companies, firms or other parties covered in the register maintained
under section 301 of Companies Act, 1956. Accordingly, para (iii) (b),
(c) and (d) of the order are not applicable.
e) According to the information and explanations given to us, the
company has taken unsecured loan during the year from directors. The
maximum amount involved during the year was Rs. 194,37,000/-.
f) According to the information and explanations given to us, in our
opinion, the terms and conditions of unsecured loans taken by the
company, are not, prima-facie, prejudicial to the interest of the
Company.
g) The Company has been regular in payment of principal amount as
stipulated.
iv) a) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventories, fixed assets and for the sale
of goods and services, b) In our opinion and according to the
information and explanations given to us, there is no continuing
failure to correct major weaknesses in internal control.
v) a) On the basis of the audit procedures performed by us, and
according to the information and explanations and representations given
to us, we are of the opinion that particulars of contracts or
arrangements referred to in section 301 of the Act have been entered in
the register maintained under that section,
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Act have been made at prices which are reasonable having regard to
the prevailing market prices at that relevant time.
vi) The Company has not accepted any deposits from the public during
the year to which the directives issued by the Reserve Bank of India
and the provisions of sections 58 A and 58 AA of the Companies Act,
1956 and the rules framed thereunder are applicable.
vii) In our opinion, the company has an internal audit system
commensurate with its size and the nature of its business.
viii) The Central Government has prescribed maintenance of cost records
under clause (d) of sub-section
(1) of section 209 of the Companies Act, 1956 in respect of certain
manufacturing activities of the company. We have broadly reviewed the
accounts and records of the company in this connection and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, carried out a detailed
examination of the same.
ix) (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, investor education and
protection fund, employees state insurance, income tax, sales tax,
wealth tax, custom duty, service tax, excise duty, cess and any other
material statutory dues applicable to it.
(b) According to the information and explanations given to us, there
are no dues of income tax, wealth tax, service tax, custom duty and
cess which have not been deposited with the appropriate authorities on
account of any dispute except:
(i) disputed Sales Tax of Rs. 11,200/- pending before the Sales Tax
Officer;
(ii) disputed Sales Tax of Rs. 23,624/- pending before the Assistant
Commissioner, Sales Tax;
(iii) disputed penalty of Rs. 29,37,276/- under the Central Excise Act
pending before the Central Excise & Service Tax Appellate Tribunal.
x) The Company does not have accumulated losses at the end of the
financial year March 31, 2012. Further, the Company has not incurred
any cash losses during the financial year ended March 31, 2012 and in
the immediately preceding financial year ended March 31, 2011.
xi) In our opinion and according to information and explanations given
to us, the company has not defaulted in repayment of dues to financial
institutions & banks.
xii) As per records maintained by the Company, no loans or advances
have been granted by the Company on the basis of security by way of
pledge of shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefits fund / society. Therefore, the provisions of clause 4
(xiii) of the Companies (Auditor's Report) Order, 2003 are not
applicable to this Company.
xiv) As per the records maintained, the Company does not deal or trade
in shares, securities, debentures and other investments.
xxv) The Company has given guarantees for loans taken by others from
banks and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prime facie prejudicial to the interest of
the company.
xvi) The term loans raised during the year have been applied for the
purpose for which the loans were obtained.
xvii) According to the information and explanations given to us and on
overall examination of the balance sheet of the company, we are of the
opinion that funds raised on short term basis have not 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.
xix) The Company has not issued any debenture during the year.
xx) The Company has not raised any money by public issues during the
year.
xxi) On the basis of the audit procedures carried out by us and
information and explanation given by the management, we state that no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For S. P. MARWAHA & Co.
Chartered Accountants
(FRN 000229-N)
Place : New Delhi A. S. BAJAJ
Date : 7th June, 2012 Partner
M.No. 086120
Mar 31, 2011
We have audited the attached Balance Sheet of M/s. OK PLAY INDIA
LIMITED as at 31st March, 2011 and also the Profit and Loss Account and
the Cash Flow Statement of the Company for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit. We conducted our
audit in accordance with auditing standards generally accepted in
India. Those Standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
1. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Central Government of India in terms of section 227(4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraph 4 and 5 of the said order, to the extent
applicable.
2. Further to our comments in the Annexure referred to in the
paragraph 1 above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
(b) In our opinion, proper books of accounts 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, 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, Cash
Flow Statement dealt with by this report comply with Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956, as they apply to the Company.
(e) On the basis of written representations received from the directors
as at 31st March, 2011 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2011 from being appointed as a director in terms of clause (g) of
sub-section (1) of the section 274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2011;
ii) in the case of Profit and Loss Account, of the Loss of the Company
for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure referred to in paragraph 1 of the report of even date
i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) These assets have been physically verified by the management at the
end of the financial year, which in our opinion is reasonable having
regard to the size of the Company and the nature of its assets.
According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
c) As per the records and as explained to us, the Company has not
disposed off any substantial or major portion of fixed assets during
the year.
ii) a) As explained to us, the inventories held by the Company were
physically verified during the year by the management at reasonable
intervals.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us, the
Company has not granted during the year secured or unsecured loans to
Companies, firms or other parties covered in the register maintained
under section 301 of Companies Act, 1956. Accordingly, para (iii)
(b),(c) and (d) of the order are not applicable.
e) According to the information and explanations given to us, the
company has taken unsecured loan during the year from directors. The
maximum amount involved during the year was Rs.82,50,000/- and there is
no amount outstanding at the year end.
f) According to the information and explanations given to us, in our
opinion, the terms and conditions of unsecured loans taken by the
company, are not, prima-facie, prejudicial to the interest of the
Company.
g) The Company has been regular in payment of principal amount as
stipulated. Further, there are no dues outstanding as at the year end.
iv) a) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventories, fixed assets and for the sale
of goods and services. b) In our opinion and according to the
information and explanations given to us, there is no continuing
failure to correct major weaknesses in internal control.
v) a) On the basis of the audit procedures performed by us, and
according to the information and explanations and representations given
to us , we are of the opinion that particulars of contracts or
arrangements referred to in section 301 of the Act have been entered in
the register maintained under that section. b) In our opinion and
according to the information and explanations given to us, the
transactions made in pursuance of contracts or arrangements entered in
the register maintained under Section 301 of the Act have been made at
prices which are reasonable having regard to the prevailing market
prices at that relevant time.
vi) The Company has not accepted any deposits from the public during
the year to which the directives issued by the Reserve Bank of India
and the provisions of sections 58 A and 58 AA of the Companies Act,
1956 and the rules framed there under are applicable.
vii) In our opinion, the company has an internal audit system
commensurate with its size and the nature of its business.
viii) The Central Government has prescribed maintenance of cost records
under clause (d) of sub- section (1) of section 209 of the Companies
Act, 1956 in respect of certain manufacturing activities of the
company. We have broadly reviewed the accounts and records of the
company in this connection and are of the opinion that, prima facie,
the prescribed accounts and records have been made and maintained. We
have not, however, carried out a detailed examination of the same.
ix) (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, investor education and
protection fund, employees state insurance, income tax, wealth tax,
custom duty, service tax, excise duty, cess and any other material
statutory dues applicable to it except sales tax of Rs. 60,05,985.91
which is outstanding for more than six months from the date it became
payable. (b) According to the information and explanations given to
us, there are no dues of income tax, wealth tax, service tax, custom
duty and cess which have not been deposited with the appropriate
authorities on account of any dispute except:
(i) disputed Sales Tax of Rs. 11,200/- pending before the Sales Tax
Officer; (ii) disputed Sales Tax of Rs. 23,624/- pending before the
Assistant Commissioner, Sales Tax; (iii) disputed penalty of Rs.
29,37,276/- under the Central Excise Act pending before the Central
Excise & Service Tax Appellate Tribunal.
x) The Company does not have accumulated losses at the end of the
financial year March 31, 2011. Further, the Company has not incurred
any cash losses during the financial year ended March 31, 2011 and in
the immediately preceding financial year ended March 31, 2010.
xi) In our opinion and according to information and explanations given
to us, the company has not defaulted in repayment of dues to financial
institutions & banks.
xii) As per records maintained by the Company, no loans or advances
have been granted by the Company on the basis of security by way of
pledge of shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefits fund / society. Therefore, the provisions of clause 4
(xiii) of the Companies (Auditor's Report) Order, 2003 are not
applicable to this Company.
xiv) As per the records maintained, the Company does not deal or trade
in shares, securities, debentures and other investments.
xv) The Company has given guarantees for loans taken by others from
banks and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prime facie prejudicial to the interest of
the company.
xvi) The term loans raised during the year have been applied for the
purpose for which the loans were obtained.
xvii) According to the information and explanations given to us and on
overall examination of the balance sheet of the company, we are of the
opinion that funds raised on short term basis have not 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.
xix) The Company has not issued any debenture during the year.
xx) The Company has not raised any money by public issues during the
year.
xxi) On the basis of the audit procedures carried out by us and
information and explanation given by the management, we state that no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For S. P. MARWAHA & CO.
Chartered Accountants
(FRN No. 000229-N )
A. S. BAJAJ
Place: New Delhi Partner
Date: 21st June, 2011 M.No.086120
Mar 31, 2010
We have audited the attached Balance Sheet of M/s. OK PLAY INDIA
LIMITED as at 31st March, 2010 and also the Profit and Loss Account and
the Cash Flow Statement of the Company for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the CompanyÃs management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
1. As required by the Companies (AuditorÃs Report) Order, 2003 issued
by the Central Government of India in terms of section 227(4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraph 4 and 5 of the said order, to the extent
applicable.
2. Further to our comments in the Annexure referred to in the
paragraph 1 above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
(b) In our opinion, proper books of accounts 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, 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, Cash
Flow Statement dealt with by this report comply with Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956, as they apply to the Company.
(e) On the basis of written representations received from the directors
as at 31st March, 2010 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2010 from being appointed as a director in terms of clause (g) of
sub-section (1) of the section 274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2010;
ii) in the case of Profit and Loss Account, of the Profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure referred to in paragraph 1 of the report of even date
i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) These assets have been physically verified by the management at the
end of the financial year, which in our opinion is reasonable having
regard to the size of the Company and the nature of its assets.
According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
c) As per the records and as explained to us, the Company has not
disposed off any substantial or major portion of fixed assets during
the year.
ii) a) As explained to us, the inventories held by the Company were
physically verified during the year by the management at reasonable
intervals.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii) a) According to the information and explanations given to us, the
Company has not granted during the year secured or unsecured loans to
Companies, firms or other parties covered in the register maintained
under section 301 of Companies Act, 1956. Accordingly, para (iii)
(b),(c) and (d) of the order are not applicable.
b) According to the information and explanations given to us, the
company has taken unsecured loan during the year from directors. The
maximum amount involved during the year was 9,50,000/- and there is no
amount outstanding at the year end.
c) According to the information and explanations given to us, in our
opinion, the terms and conditions of unsecured loans taken by the
company, are not, prima-facie, prejudicial to the interest of the
Company.
d) The Company has been regular in payment of principal amount as
stipulated. Further, there are no dues outstanding as at the year end.
iv) a) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business for the purchase of inventories, fixed assets and for the sale
of goods and services.
b) In our opinion and according to the information and explanations
given to us, there is no continuing failure to correct major weaknesses
in internal control.
v) a) On the basis of the audit procedures performed by us, and
according to the information and explanations and representations given
to us , we are of the opinion that particulars of contracts or
arrangements referred to in section 301 of the Act have been entered in
the register maintained under that section.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Act have been made at prices which are reasonable having regard to
the prevailing market prices at that relevant time.
vi) The Company has not accepted any deposits from the public during
the year to which the directives issued by the Reserve Bank of India
and the provisions of sections 58 A and 58 AA of the Companies Act,
1956 and the rules framed thereunder are applicable.
vii) In our opinion, the company has an internal audit system
commensurate with its size and the nature of its business.
viii) The Central Government has not prescribed the maintenance of cost
records by this company under clause (d) of sub-section (1) of section
209 of the Companies Act, 1956.
ix) (a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, investor education and
protection fund, employees state insurance, income tax, wealth tax,
custom duty, service tax, excise duty, cess and any other material
statutory dues applicable to it except sales tax of Rs. 58,08,410.65
which is outstanding for more than six months from the date it became
payable.
(b) According to the information and explanations given to us, there
are no dues of income tax, wealth tax, service tax, custom duty and
cess which have not been deposited with the appropriate authorities on
account of any dispute except:
(i) disputed Sales Tax of Rs. 11,200/- pending before the Sales Tax
Officer;
(ii) disputed Sales Tax of Rs. 23,624/- pending before the Assistant
Commissioner, Sales Tax;
(iii) disputed penalty of Rs. 29,37,276/- under the Central Excise Act
pending before the Central Excise & Service Tax Appellate Tribunal.
x) The Company does not have accumulated losses at the end of the
financial year March 31, 2010. Further, the Company has not incurred
any cash losses during the financial year ended March 31, 2010 and in
the immediately preceding financial year ended March 31, 2009.
xi) In our opinion and according to information and explanations given
to us, the company has not defaulted in repayment of dues to financial
institutions & banks.
xii) As per records maintained by the Company, no loans or advances
have been granted by the Company on the basis of security by way of
pledge of shares, debentures and other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefits fund / society. Therefore, the provisions of clause 4
(xiii) of the Companies (AuditorÃs Report) Order, 2003 are not
applicable to this Company.
xiv) As per the records maintained, the Company does not deal or trade
in shares, securities, debentures and other investments.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions during the year.
xvi) The term loan raised during the year has been applied for the
purpose for which the loan was obtained.
xvii) According to the information and explanations given to us and on
overall examination of the balance sheet of the company, we are of the
opinion that funds raised on short term basis have not 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.
xix) The Company has not issued any debenture during the year.
xx) The Company has not raised any money by public issues during the
year.
xxi) On the basis of the audit procedures carried out by us and
information and explanation given by the management, we state that no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For S. P. MARWAHA & CO.
Chartered Accountants
(FRN No. 000229-N)
A. S. BAJAJ
Place : New Delhi Partner
Date : 5th June, 2010 M.No.086120
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