Mar 31, 2015
We have audited the accompanying standalone financial statements of Opto Circuits(India) Ltd ("the Company") which comprises the Balance
Sheet as at March 31, 2015, and the Statement of Profit and Loss for
the year then ended, and the cash fowl statement for the year 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 are responsible for the
matters stated in section 134(5) of the companies act 2013
("the Act") with respect to preparation and presentation of
these financial statement that give a true and fair view of
the financial position and financial performance and cash
fowl of the Company in accordance with the accounting principles
generally accepted in India, including Accounting Standards referred to
under section 133 Of The Companies Act 2013 read with Rule 7 of the
companies (Accounts) Rule 2014.
This responsibility includes the maintenance of adequate accounting
records in accordance with provisions of the act for safeguarding the
assets of the company and for preventing and detecting frauds and other
irregularities;
selection and application of appropriate accounting policies; making
judgment 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 accounting
records, relevant to the preparation and presentation of the financial
statements that gives a true and fair view and are free from material
misstatement, whether due to fraud or error.
AUDITOR'S RESPONSIBILITY
The company's Board of Director is responsible for the matters stated
in section 134(5) of the companies act 2013 ("the Act") with respect to
preparation and presentation of these financial statements that give a
true and fair view of the financial position and financial performance
and cash fow of the Company in accordance with the Accounting Standards
referred to under section 133 Of The Companies Act 2013 read with Rule
7 of the companies (Accounts) Rule 2014. This responsibility includes
the maintenance of adequate accounting records in accordance with
provisions of the act for safeguarding the assets of the company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgment 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
accounting records, relevant to the preparation and presentation of the
financial statements that gives a true and fair view and are free from
material misstatement, 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 Qualified audit opinion on the
standalone financial statements. BASIS FOR QUALIFIED OPINION 1.Based
on the information and explanations given to us and on the basis of our
examination of the books of account we have noticed that bills
receivable amounting to Rs.617.28 crores are not realized for more than
180 days as on 31st March 2015.
The company has not made proper assessment of the amount realizable
from the above mentioned debtors.
2. The company was in default in repayment to the banks as on the date
of balance sheet as outlined below:
amount (in Rs.
name of the bank Facility crores)
Nova Scotia bank Working capital 119.00
HDFC bank ltd working capital 51.47
State Bank of India working capital 180.51
Total 350.98
Bank Nova Scotia and HDFC Bank Ltd have issued winding up notices dated
03/06/2014,and 24/11/2014 respectively for recovery of the above said
outstanding dues and there is no assurance that the banks will not
exercise their default rights and the bankers have fled winding up
petition in the High Court of karnataka against the company. During
the course of audit we also noticed that State bank of India has issued
notice under SARFAESI ACT, on factory building and current assets of
the company. State Bank of India has taken symbolic possession of the
property at 83, Electronic City,Phase-1, Hosur Road, Bangalore .As on
date, State Bank of India has put up notice for auctioning of property.
3. On perusal of balance sheet of the company, we found that the
company has given advance of Rs. 15.55 crores to Advanced Micronic
Devices Ltd (59.71% subsidiary). Advanced Micronic Devices Ltd has
stopped their business operation since July 2015. In this situation it
is difficult to realize this amount and company has not made necessary
provision in this regard.
4.During the year under audit due to the impact of cyclonic food
'HUD-HUD' in October 2014 at vishakapatanam SEZ plant, an amount of Rs,
Rs.181.40 crores was assessed and the loss of stock/Inventories was
indicated under exceptional items in statement of profit and loss
account for the year ending 31.03.2015. The Company has lodged claim
with insurance company and the actual loss is yet to be determined.
Also the company is yet to get clearance from the Customs and Excise
department in this regard.
QUALIFIED OPINION
[Subject to above qualification and considering the note.7B and note 7C
forming part of financial statements (Notes) regarding Non _provision
of Minimum Alternative Tax and dividend distribution tax respectively
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
gives the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2015;
b) in the case of statement of Profit and Loss, of the loss for the
year ended on that date.
c) in the case of the Cash Flow Statement, of the cash fows for the
year ended on that date.
EMPHASIS OF MATTERS:
(a) The Company has defaulted in payment of dividend to the shareholder
to the tune of Rs.10.89 crores relating to financial year
2011-12.Further the said amount is not even kept in the specified
account with the bank.
(b) Company has made investments in various Indian and overseas
subsidiaries. We have called for share certificate in original of these
investments , company has not produced them for our verification.
REPORT ON OTHER LEGAL REGULATORY REQUIREMENT
1.As required by Companies (Auditors Report)Order 2015
("the order)issued by the central government of India in terms of
section 143(11) of the Act we give in annexure a statement on the
matters specified in paragraph 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
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 fowl
statement, dealt with by this Report are in agreement with the books of
account.
d) Subject to the Note.7B forming part of financial statements (Notes)
regarding Non-provision of Minimum Alternative Tax in our opinion, the
afore said financial statements comply with the Accounting Standards
specified of section 133 Of The Companies Act 2013 read with Rule 7 of
the companies (Accounts) Rules 2014.
e) On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the director is disqualified as on March 31, 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 Auditors'
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 statements:- Refer Note 5A(5.4) Short term borrowing, Note 7B
and Note 7C to the financial statements.
ii. The company did not have any long term contracts for
which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts required to be
transferred to the Investors Education and Protection Fund by the
company.
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in our Report of even date on the accounts of Opto
Circuits (India) Ltd, Bangalore For the year ended 31st March 2015) On
the basis of such checks as we considered appropriate and according to
the information and explanation given to us during the course of our
audit, we report that:
1. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification .
2. (a) We are informed that the physical verifications of inventories
were conducted by the management at reasonable intervals. In our
opinion, the frequency of such 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) The company is maintaining proper records of inventories.
According to the records produced to us, no discrepancies were noticed
on verification between physical stocks and stock records.
3. (a) Subject to the qualification in the audit report, as per the
explanation given to us the Company has granted unsecured loans to the
Parties listed in the register maintained under section 189 of the
Companies Act
(b) In the case of the loans granted to the bodies corporate listed in
the register maintained under section 189 the borrower have been
regular in the payment of the interest as stipulated . The terms of
arrangements do not stipulate any repayment schedule and loans are
repayable on demand.
(c) There are no overdue amounts of more than rupees one lakh in
respect of the loan granted to the body corporate listed in the
register maintained under section 189 of the Act.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods and services. During the course of our
audit, no major instance of continuing failure to correct any
weaknesses in the internal controls has been noticed.
5. The Company has not accepted any deposits from the public in
accordance with the provisions of section 73 to 76 of the Act and rules
framed there under.
6. As per information & explanation given by the management,
maintenance of cost records has been prescribed by the Central
Government under clause (d) of sub-section (1) of section 148 of the
Act and we are of the opinion that prima facie the prescribed accounts
and records have been made and maintained.
7. (a) According to the records of the company, undisputed statutory
dues including Provident Fund, Employees' State Insurance, income tax,
Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to
the extent applicable and any other statutory dues have generally been
regularly deposited with the appropriate authorities. According to the
information and explanations given to us there were no outstanding
statutory dues as on 31st of March, 2015 for a period of more than six
months from the date they became payable except income tax amounting to
Rs.16.71 crores relating to A Y 2014-15.Even Income tax returns for the
said assessment year is not fled with income tax authority.
(b) According to the information and explanations given to us, there is
no amounts payable in respect of, wealth tax, service tax, sales tax,
customs duty and excise duty which have not been deposited on account
of any disputes. However according to information and explanation
given to us the following dues of income tax have not been deposited by
the company on the account of dispute:
name of the statute name of dues amount (in Rs.
crores) Period to which
Income tax authority Minimum
alternative
tax 57.00 A Y 2013-14
Income tax authority Dividend
distribution
tax 17.57 A Y 2010-11
Income tax authority Dividend
distribution
tax 18.00 A Y 2011-12
Incometax authority Dividend
distribution
tax 13.80 A Y 2012-13
ToTal 106.37
Forum where dispute is
name of the statute it relates pending
Income tax authority High court of karnataka
Income tax authority High court of karnataka
Income tax authority High court of karnataka
Incometax authority High court of karnataka
c)According to the information and explanations given to us and on the
basis of the examination of the records of the Company the amounts
which is required to be transferred to Investor Education and
Protection Fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made there under has been
transferred to such fund within time
8. The Company does not have any accumulated loss and but company has
incurred cash loss during the financial year covered by our audit.
9. In our opinion and according to the information and explanations
given to us the company has defaulted in the repayment of dues to
financial institutions as outlined below.
name of the bank amount (Rs, in crores)
DBS Bank Rs, 9.35(last 2 installment)
10. In our opinion and according to the information and explanations
given to us, the Company has given guarantee for loans taken by its
subsidiaries from bank are not prima facie prejudicial to the interest
of the company.
11. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, term loans
have been applied for the purpose for which loan were obtained.
12. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
B.k. AMARNATH
Partner
Membership Number: 26536
Firm Registration Number:000121S
Place: Bengaluru
Date: 1st December, 2015
Mar 31, 2014
We have audited the accompanying financial statements of Opto Circuits
(India) Ltd, which comprise the Balance Sheet as at March 31, 2014, and
the Statement of Profit and Loss and Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and other
explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (''the Act'') read with the General
Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate
Affairs in respect of section 133 of the Companies Act 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that gives 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 conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment
of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
Subject to the note.7B forming part of financial statements (Notes)
regarding non provision of Minimum Alternative Tax, In our opinion and
to the best of our information and according to the explanations given
to us, the financial statements gives 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 profit for
the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matters:
(a) The Company has defaulted in payment of dividend to the
shareholders to the tune of Rs.10.89 crores relating to financial year
2011-12
Report on other Legal Regulatory Requirements.
1. As required by the Companies (Auditor''s Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that: a) we have
obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) Subject to qualification in audit report in respect of Minimum
alternative tax, in our opinion, the Balance Sheet, Statement of Profit
and Loss, and Cash Flow Statement comply with the Accounting Standards
referred to in subsection (3C) of section 211 of the Companies Act,
1956(''the Act'') read with the General Circular 15/2013 dated 13
September 2013 of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act 2013.;
e) on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO AUDITORS REPORT (The Annexure referred to in our Report of
even date on the accounts of Opto Circuits (India) Limited for the year
ended 31st March 2014)
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) Physical verification of Fixed Assets is performed by the
management in a regular programme for verification once in a year. In
our opinion, the frequency of verification is reasonable, having regard
to the size and the nature of its business.
(c) There was no substantial disposal of fixed assets during the year.
2. (a) We are informed that the physical verification of inventories
except inventories lying with the third parties were conducted by the
management at reasonable intervals. 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) The company has maintained proper records of inventories, according
to the records produced to us; no discrepancies were noticed on
verification between physical stocks and stock records.
3. (a) As per the explanation given to us the Company has given
unsecured loans to the parties listed in the register maintained under
section 301 of the Companies Act 1956., the rate of interest and other
terms and conditions on such loans given are not prejudicial to the
interest of the Company.
(b) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
taken interest free loans from companies, firms or other parties listed
in the register maintained under Section 301 of the Companies Act, 1956
.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5. a) According to the information and explanation given to us, we are
of the opinion that the transactions that need to be entered into the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
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 Companies Act, 1956 and exceeding Rs. 5, 00,000 in respect of each
party during the year have been made at prices which are reasonable
having regard to the prevailing market price at the relevant time
6. The Company has not accepted any deposits from the public covered
under section 58A of the Companies Act, 1956.
7. As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.
8. As per information & explanation given by the management,
maintenance of cost records has been prescribed by the Central
Government under clause (d) of sub-section (1) of section 209 of the
Companies Act 1956 for the products of the company. Accordingly
provisions of Clause 4 (viii) are not complied with. Also, the Company
has not appointed a cost auditor and not filed cost audit report for
the financial year 2011-12 and 2012-13 as required by the Ministry of
Corporate affairs circular no.15/2011 dt 11th April 2011, as amended
from time to time.
9. On the basis of records produced before us, the Company has
generally been regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Sales
Tax, Customs Duty, Excise Duty and Service Tax. According to the
information and explanations given to us,, there were no undisputed
amounts payable in respect of Provident Fund, , Sales Tax, Customs
Duty, Excise Duty ,Service Tax and Income Tax which were outstanding as
on 31st March 2014 for a period of more than six months from the date
on which they became payable.
10. The Company does not have any accumulated loss and has not incurred
cash loss during the financial year covered by our audit and in the
immediately preceding financial year.
11. During the year, the company has taken additional Term Loan
amounting to Rs.7,75,00,000 from HDFC Bank Limited. During the year
company has not defaulted in repayment of any of its dues to financial
institutions and bank except last two instalments towards loans
borrowed from DBS Bank amounting to Rs 9.82 crores.
12. In our opinion and according to the information and explanations
given to us, and based on the documents and records produced to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities
13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special status applicable to Chit-Fund and Nidhi / Mutual Benefit
Fund/ Societies, accordingly clause 4 (xii) of the order is not
applicable. .
14. In our opinion, the Company is not dealing or trading in shares,
securities, debentures or other investments and hence, the requirement
of Clause 4 (xiv) of the order is not applicable to the company.
15. In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by its subsidiaries from a bank are not
prima-facie prejudicial to the interest of the Company.
16. In our opinion and based on information and explanations given to
us by the management, term loans have been applied for the purpose for
which they were obtained.
17. According to the information and explanations given to us and on an
overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long term
purpose. No long-term funds have been used to finance short-term assets
except permanent working capital.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the companies Act 1956,
19. During the year the company has not issued debentures during the
financial year.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
FOR ANAND AMARNATH & ASSOCIATES
Chartered Accountants
Firm Registration Number: 000121S
B K AMARNATH
Partner
Membership Number: 26536
Place: Bengaluru
Date: 30th May 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Opto Circuits
( India ) Ltd, which comprise the Balance Sheet as at March 31, 2013,
and the Statement of Profit and Loss and Cash Flow Statement for the
year then ended, and a summary of significant accounting policies and
other explanatory information. Management''s Responsibility for the
Financial Statements.
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. 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
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
(a) "The Company has filed a petition in High Court of Karnataka on the
ground that the income accrued or arising from business carried on by
them as SEZ developer or unit are exempted from applicability of MAT as
provided under sub-section 6 of section 115 JB and sub-section 6 of
section 115-O of the Income Tax Act. Accordingly during the year the
company has not provided for MAT of Rs. 48.99 crores.
(b). "The Company has defaulted in payment of dividend to the
shareholder to the tune of Rs. 11.90 crores".
Subject to above In our opinion and to the best of our information and
according to the explanations given to us, the financial statements
gives 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 Profit and Loss Account, of the profit for the
year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on other Legal Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) Subject to qualification in audit report in respect of MAT in our
opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on March 31, 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 Companies Act, 1956.
(Referred to in paragraph 3 of our Report of even date on the accounts
of Opto Circuits (India) Limited for the year ended 31st March 2013)
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) Physical verification of Fixed Assets is performed by the
management in a regular programme for verification once in a year. In
our opinion, the frequency of verification is reasonable, having regard
to the size and the nature of its business.
(c) There was no substantial disposal of fixed assets during the year.
2. (a) We are informed that the physical verification of inventories
except inventories lying with the third parties were conducted by the
management at reasonable intervals. 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) The company has maintained proper records of inventories, according
to the records produced to us, no discrepancies were noticed on
verification between physical stocks and stock records.
3. (a) As per the explanation given to us the Company has given
unsecured loans to the parties listed in the register maintained under
section 301 of the Companies Act 1956., the rate of interest and other
terms and conditions on such loans given are not prejudicial to the
interest of the Company.
(b) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
taken interest free loans from companies, firms or other parties listed
in the register maintained under Section 301 of the Companies Act,
1956.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5. a) According to the information and explanation given to us, we are
of the opinion that the transactions that need to be entered into the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
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 Companies Act, 1956 and exceeding Rs. 5,00,000 in respect of each
party during the year have been made at prices which are reasonable
having regard to the prevailing market price at the relevant time
6. The Company has not accepted any deposits from the public covered
under section 58A of the Companies Act, 1956.
7. As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.
8. As per information & explanation given by the management,
maintenance of cost records has been prescribed by the Central
Government under clause (d) of sub-section (1) of section 209 of the
Companies Act 1956 for the products of the company. Accordingly
provisions of Clause 4 (viii) are complied with. However, the Company
has not appointed a cost auditor and not filed cost audit report for
the financial year 2011-12 as required by the Ministry of Corporate
affairs circular No.15/2011 dt 11th April 2011, as amended from time to
time.
9. On the basis of records produced before us, the Company has
generally been regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Sales
Tax, Customs Duty, Excise Duty and Service Tax. Subject to
qualification in auditors report with respect to MAT according to the
information and explanations given to us, there were no undisputed
amounts payable in respect of Provident Fund, Sales Tax, Customs Duty,
Excise Duty, Service Tax and Income Tax which were outstanding as on
31st March 2013 for a period of more than six months from the date on
which they became payable.
10. The Company does not have any accumulated loss and has not
incurred cash loss during the financial year covered by our audit and
in the immediately preceding financial year.
11. During the year, the company has not taken any additional Term
Loan from Banks/Financial Institutions. However the company has
defaulted in repayment of one of the instalment payable to DBS bank
amounting to $7,77,700.
12. In our opinion and according to the information and explanations
given to us, and based on the documents and records produced to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities
13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special status applicable to Chit-Fund and Nidhi/Mutual Benefit
Fund/Societies, accordingly clause 4 (xii) of the order is not
applicable.
14. In our opinion, the Company is not dealing or trading in shares,
securities, debentures or other investments and hence, the requirement
of Clause 4 (xiv) of the order is not applicable to the company.
15. In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by its subsidiaries from a bank are not
prima-facie prejudicial to the interest of the Company.
16. In our opinion and based on information and explanations given to
us by the management, term loans have been applied for the purpose for
which they were obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that no funds raised on short-term basis have been used for long term
purpose. No long-term funds have been used to finance short-term assets
except permanent working capital.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the companies Act 1956,
19. During the year the company has not issued debentures during the
financial year.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
FOR ANAND AMARNATH & ASSOCIATES
Chartered Accountants
FRN:000121S
BKAMARNATH
Partner
Membership Number: 26536
Firm Registration Number: 000121S
Place: Bengaluru
Date: 30th May 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Opto Circuits (India)
Limited as at 31st March 2012 and the profit and Loss Account for the
year ended on that date annexed thereto. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies' (Auditor's REPORT) Order, 2003 in
terms of sub-section (4A) of section 227 of the Companies Act, 1956,
and according to the information and explanation given to us during the
course of the audit and on the basis of such checks as we consider
appropriate, we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we REPORT
that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books:
(iii) The Balance Sheet, profit and Loss Account and Cash fow Statement
dealt with by this REPORT are in agreement with the books of account.
(iv) In our opinion, the Balance Sheet, profit and Loss Account and Cash
Flow statement dealt with in this REPORT comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956.
(v) On the basis of written representation 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 were disqualified as on 31st March
2012 from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956.
(vi) Subject to the foregoing, 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.
(a) In the case of the Balance Sheet, of the state of Affairs of the
Company as at 31st March 2012;
(b) In the case of profit and Loss Account, of the profit for the year
ended on that date; and
(c) In the case of Cash Flow statement, of the cash flows for the year
ended on that date.
ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 3 of our REPORT
of even date on the accounts of Opto Circuits (India) Limited for the
year ended 31st March 2012.
i. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) Physical verification of Fixed Assets is performed by the management
in a regular programme for verification once in a year. In our opinion,
the frequency of verification is reasonable, having regard to the size
and the nature of its business.
(c) There was no substantial disposal of fixed assets during the year.
ii. (a) We are informed that the physical verifications of inventories
except inventories lying with the third parties were conducted by the
management at reasonable intervals. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.
(c) The company has maintained proper records of inventories. According
to the records produced to us, no discrepancies were noticed on
verification between physical stocks and stock records.
iii. (a) As per the explanation given to us the Company has given
interest free loans to the parties listed in the register maintained
under section 301 of the Companies Act 1956., the other terms and
conditions of such loans given are not prejudicial to the interest of
the Company.
(b) As per the explanation given to us the Company has taken loans from
the parties listed in the register maintained under section 301 of the
Companies Act 1956. And there was no payment of any interest by the
company during the year.
iv. In our opinion, and according to the information and explanations
given to us, there is adequate internal control procedures commensurate
with size of the Company and the nature of its business for the
purchase of inventory and assets and for the sale of goods. During the
course of our audit we have not observed any continuing failure to
correct major weakness in internal controls.
v. (a) According to the information and explanation given to us, we are
of the opinion that the transactions that need to be entered into the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
(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 Companies Act, 1956 and exceeding Rs. 5, 00,000 in respect of each
party during the year have been made at prices which are reasonable
having regard to the prevailing market price at the relevant time.
vi. The Company has not accepted any deposits from the public within
the meaning of Section 58A of the Companies Act, 1956.
vii. In our opinion, the internal audit system in the company during
the year is adequate and commensurate to the size and the nature of the
business of the company.
viii. To the best of our knowledge and as explained, the Central
Government has prescribed maintenance of cost records under section 209
(1) (d) of the Companies Act, 1956 for product of the company,
accordingly provisions of Clause 4 (viii) are complied with.
ix. On the basis of records produced before us, the Company is
generally been regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Sales
Tax, Customs Duty, Excise Duty and Service Tax. According to the
information and explanations given to us, there were no undisputed
amounts payable in respect of Provident Fund, Income Tax, Sales Tax,
Customs Duty, Excise Duty and Service Tax which are outstanding as on
31st March 2012 for a period of more than six months from the date on
which they became payable.
x. The company has no accumulated losses and has not incurred cash
losses during the current financial year and in the immediately
preceding financial year.
xi. During the year, the company has not taken any Term Loan from
Banks/Financial Institutions.
xii. In our opinion and according to the information and explanations
given to us, and based on the documents and records produced to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
xiii. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special status applicable to Chit-Fund and Nidhi/Mutual Benefit
Fund/Societies, accordingly clause 4 (xii) of the order is not
applicable.
xiv. In our opinion, the Company is not dealing or trading in shares,
securities, debentures or other investments and hence, the requirement
of Clause 4 (xiv) of the order is not applicable to the company.
xv. In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by its subsidiaries from banks are not
prima-facie prejudicial to the interest of the Company.
xvi. In our opinion and based on information and explanations given to
us by the management, term loans have been applied for the purpose for
which they were obtained.
xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we REPORT
that no funds raised on short-term basis have been used for long term
purpose. The funds have been financed out of internal accruals. No
long-term funds have been used to finance short-term assets except
working capital.
xviii. During the year the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under section 301 of the Companies Act 1956.
xix. The company has not issued debentures during the financial year.
xx. During the year the company has not raised any money through a
public issue accordingly Clause 4 (xx) of the order is not applicable.
During the year company has made bonus issue of 3 fully paid equity
share of Rs. 10 each for every 10 equity shares of Rs. 10 each amounting to
55,919,863 shares of Rs. 559,198,630 held by share holders of the company
by utilizing proceeds from securities premium Account and Capital
reserve Account.
xxi. On the basis of our examination and according to the information
and explanations given by the management, we REPORT that no fraud on or
by the Company has been noticed or REPORTed during the course of our
audit.
FOR ANAND AMARNATH & ASSOCIATES
Chartered Accountants
B K AMARNATH
Partner
Membership Number: 26536
Firm Registration Number: 000121S
Place: Bengaluru
Date : 22nd May 2012
Mar 31, 2011
1. We have audited the attached Balance sheet of Opto Circuits (india)
Limited as at 31st march 2011 and the profit and Loss account for the
year ended on that date annexed thereto. these financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in india. those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. an audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. an audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. as required by the Companies' (auditor's report) Order, 2003 in
terms of sub-section (4a) of section 227 of the Companies act, 1956,
and according to the information and explanation given to us during the
course of the audit and on the basis of such checks as we consider
appropriate, we enclose in the annexure a statement on the matters
specifed in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the annexure referred to above, we report
that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books
(iii) The Balance sheet, profit and Loss account and Cash fow
statement dealt with by this report are in agreement with the
books of account.
(iv) In our opinion, the Balance sheet, profit and Loss account and
Cash Flow statement dealt with in this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies act, 1956.
(v) On the basis of written representation received from the directors,
as on 31st march 2011 and taken on record by the Board of directors, we
report that none of the directors is disqualifed as on 31st march 2011
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies act, 1956.
(vi) Subject to the foregoing, 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.
(a) In the case of the Balance sheet, of the state of affairs of the
Company as at 31st march 2011;
(b) In the case of profit and Loss account, of the profit for the year
ended on that date; and
(c) In the case of Cash Flow statement, of the cash fows for the year
ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in paragraph 3 of our report of even date on the accounts
of Opto Circuits (india) Limited for the year ended 31st march 2011)
i. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) Physical verifcation of Fixed assets is performed by the management
in a regular programme for verifcation once in a year. in our opinion,
the frequency of verifcation is reasonable, having regard to the size
and the nature of its business.
(c) There was no substantial disposal of fixed assets during the year.
ii. (a) We are informed that the physical verifcations of inventories
except inventories lying with the third parties were conducted by the
management at reasonable intervals. in our opinion, the frequency of
verifcation is reasonable.
(b) In our opinion, the procedures of physical verifcation of
inventories followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventories.
according to the records produced to us, no discrepancies were noticed
on verifcation between physical stocks and stock records.
iii. (a) As per the explanation given to us the Company has given loans
to the parties listed in the register maintained under section 301 of
the Companies act 1956., the rate of interest and other terms and
conditions of such loans given are not prejudicial to the interest of
the Company. (b) as per the explanation given to us the Company has
taken loans from the parties listed in the register maintained under
section 301 of the Companies act 1956, and there was no payment of any
interest by the company during the year.
iv. In our opinion, and according to the information and explanations
given to us, there is adequate internal control procedure commensurate
with size of the Company and the nature of its business for the
purchase of inventory and assets and for the sale of goods. during the
course of our audit we have not observed any continuing failure to
correct major weakness in internal controls.
v. (a) According to the information and explanation given to us, we are
of the opinion that the transactions that need to be entered into the
register maintained under section 301 of the
Companies act, 1956 have been so entered.
(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 Companies act, 1956 and exceeding rs. 500,000 in respect of each
party during the year have been made at prices which are reasonable
having regard to the prevailing market price at the relevant time. the
Company has not accepted any deposits from the public within the
meaning of section 58a of the companies act, 1956.
vi. In our opinion, the internal audit system in the Company during the
year is adequate and commensurate to the size and the nature of the
business of the Company.
vii. To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under section
209 (1) (d) of the Companies act, 1956 for any product of the company.
viii. On the basis of records produced before us, the Company has
generally been regular in depositing undisputed statutory dues
including provident Fund, employees state insurance, income tax, sales
tax, Customs duty, excise duty and service tax. according to the
information and explanations given to us, there were no undisputed
amounts payable in respect of provident Fund, income tax, sales tax,
Customs duty, excise duty and service tax which are outstanding as on
31st march 2011 for a period of more than six months from the date on
which they became payable.
ix. The Company has no accumulated losses and has not incurred cash
losses during the current financial year and in the immediately
preceding financial year.
x. During the year, the Company has not taken additional term Loan from
Banks/Financial institutions as notifed in note no.2; it has not
defaulted in repayment of its dues to financial institutions and banks.
xi. In our opinion and according to the information and explanations
given to us, and based on the documents and records produced to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
xii. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special status applicable to Chit- Fund and nidhi / mutual benefit
Fund/ societies, accordingly clause 4 (xii) of the order is not
applicable.
xiii. In our opinion, the Company is not dealing or trading in shares,
securities, debentures or other investments and hence, the requirement
of Clause 4 (xiv) of the order is not applicable to the company.
xiv. In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by its subsidiary from a bank, are not
prima-facie prejudicial to the interest of the Company.
xv. In our opinion and based on information and explanations given to
us by the management, term loans have been applied for the purpose for
which they were obtained.
xvi. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that an amount of rs. 210.58 crores raised on short-term basis have
been used for long-term purpose. no long-term funds have been used to
finance short-term assets except permanent working capital.
xvii. The Company has not made any preferential allotment of shares to
parties and Companies covered in the register maintained under section
301 of the Companies act 1956, during the year
xviii. The Company has not issued debentures during the financial year.
xix. During the year the Company has raised additional amount of rs.
5,512.50 lacs by conversion of share warrants into equity shares which
were issued in July 2009. Out of the total rs. 46.79 lacs share
warrants issued earlier, rs. 11.79 lacs share warrants were lapsed and
consequently forfeited and the amount paid by the warrant holders on
the above lapsed share warrants amounting to rs. 618.97 lacs were
transferred to Capital reserve account.
xx. On the basis of our examination and according to the information
and explanations given by the management, we report that no fraud on or
by the Company has been noticed or reported during the course of our
audit.
FOR ANAND AMARNATH & ASSOCIATES
Chartered accountants
B K AMARNATH
Partner
Membership number: 26536
Firm registration number: 000121s
Place: Bengaluru
Date: 17th may 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Opto Cir- cuits
(India) Limited as on 31st March 2010 and the Profit and Loss Account
for the year ended on that date annexed thereto. These financial
statements are the responsibility of the com- panys management. Our
responsibility is to express an opin- ion on these financial statements
based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards re- quire 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 state- ment
presentation. We believe that our audit provides a rea- sonable basis
for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 in
terms of sub-section (4A) of section 227 of the Compa- nies Act, 1956,
and according to the information and explana- tion given to us during
the course of the audit and on the basis of such checks as we consider
appropriate, we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we report
that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(ii) In our opinion, proper books of account as required by law have
been kept by the company so far as appears from our examination of
those books.
(iii) The Balance Sheet, Profit and Loss Account and Cash flow
Statement dealt with by this report are in agreement with the books of
account.
(iv) In our opinion, the Balance Sheet, Profit and Loss Account and
Cash Flow statement dealt with in this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.
(v) On the basis of written representation received from the directors,
as on 31st March 2010 and taken on record by the Board of Directors, we
report that none of the directors is dis- qualified as on 31st March
2010 from being appointed as a di- rector in terms of clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956.
(vi) Subject to the foregoing, 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 Compa- nies Act, 1956, 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 on 31st March 2010:
(b) in the case of Profit and Loss Account, of the profit for the year
ended on that date; and
(c) in the case of Cash Flow statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our
Report of even date on the accounts of Opto Circuits (India) Limited
for the year ended 31st March 2010)
i (a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) Physical verification of Fixed Assets is performed by the
management in a regular programme for verification once in a year. In
our opinion, the frequency of verification is reason- able, having
regard to the size and the nature of its business.
(c) There was no substantial disposal of fixed assets during the year.
ii (a) We are informed that the physical verifications of in- ventories
except inventories lying with the third parties were conducted by the
management at reasonable intervals. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of
inventories followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.
(c) The company has maintained proper records of invento- ries.
According to the records produced to us, no discrepan- cies were
noticed on verification between physical stocks and stock records.
iii (a) As per the explanation given to us the company has given loans
to the parties listed in the register maintained under section 301 of
the Companies Act 1956, the rate of interest and other terms and
conditions of such loans given are not preju- dicial to the interest of
the company.
(b) As per the explanation given to us the company has taken loans from
the parties listed in the register maintained under section 301 of the
Companies Act 1956, and there was no pay- ment of any interest by the
company during the year.
iv. In our opinion, and according to the information and expla- nations
given to us, there is adequate internal control proce- dure
commensurate with size of the company and the nature of its business
for the purchase of inventory and assets and for the sale of goods.
During the course of our audit we have not observed any continuing
failure to correct major weakness in internal controls.
v (a) According to the information and explanation given to us, we are
of the opinion that the transactions that need to be entered into the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
(b) In our opinion and according to the information and expla- nations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding Rs. 5,00,000 in respect of each
party during the year have been made at prices which are reasonable
having regard to the prevailing market price at the relevant time.
The company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956.
vi. In our opinion, the internal audit system in the company during the
year is adequate and commensurate to the size and the nature of the
business of the company.
vii. To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under section
209 (1) (d) of the Companies Act, 1956 for any product of the company.
viii. On the basis of records produced before us, the company is
generally been regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Sales
Tax, Customs Duty, Excise Duty and Ser- vice Tax. According to the
information and explanations given to us, there are no undisputed
amounts payable in respect of Provident Fund, Income Tax, Sales Tax,
Customs Duty, Excise Duty and Service Tax which are outstanding as on
31st March 2010 for a period of more than six months from the date on
which they became payable.
ix. The company has no accumulated losses and has not in- curred cash
losses during the current financial year and in the immediately
preceding financial year.
x. During the year, the company has not taken any additional term loan
from banks/financial institutions. It has not de- faulted in repayment
of its dues to financial institutions and banks.
xi. In our opinion and according to the information and expla- nations
given to us, and based on the documents and records produced to us, the
company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
xii. In our opinion and according to the information and ex- planations
given to us, the nature of activities of the company does not attract
any special status applicable to Chit-Fund and Nidhi / Mutual Benefit
Fund/ Societies, accordingly Clause 4 (xii) of the order is not
applicable.
xiii. In our opinion, the company is not dealing or trading in shares,
securities, debentures or other investments and hence, the requirement
of Clause 4 (xiv) of the order is not ap- plicable to the company.
xiv. In our opinion and according to the information and ex- planations
given to us, the terms and conditions on which the company has given
guarantee for loans taken by its subsidiary from a bank, are not
prima-facie prejudicial to the interest of the company.
xv. In our opinion and based on information and explanations given to
us by the management, term loans have been applied for the purpose for
which they were obtained.
xvi. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that no funds raised on short-term basis have been used for long-term
purpose. No long-term funds have been used to finance short-term assets
except perma- nent working capital.
xvii. The company has not made any preferential allotment of shares to
parties and companies covered in the register main- tained under
section 301 of the Companies Act 1956, during the year
xviii. The company has not issued debentures during the fi- nancial
year.
xix. During the year the company has raised Rs 38,377.10 Lacs (net of
issue expenses) through Qualified Institutional Place- ment of 214.30
Lacs Equity shares at Rs 186.65 per share fully paid up, and also
issued 60 lacs Equity warrant @ Rs 210 per share with each warrant
convertible into one equity share of the company, out of which 46.79
lacs share warrants has been subscribed and 25% of the issue price i.e
Rs 52.50 were paid by the allotees of the share warrant holders. The
Share war- rant could be converted in to the equity shares of company
within a period of 18 months from the date of allotment.
xx. On the basis of our examination and according to the infor- mation
and explanations given by the management, we report that no fraud on or
by the company has been noticed or re- ported during the course of our
audit.
Read with our report
For Anand Amarnath & Associates
Chartered Accountants
BK AMARNATH
Partner
Membership Number: 26536
Firm Registration Number: 000121S
Place: Bengaluru
Date: 24th May 2010