Mar 31, 2018
Report on the financial statements
We have audited the accompanying financial statements of RTS Power Corporation 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 the year then ended, and a summary of the significant accounting policies and other explanatory notes for the year ended on that date (hereinafter referred as âInd AS financial statementsâ).
Managementâs Responsibility for the Ind AS financial statements
The Company''s 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 state of affairs (financial position), Profit or Loss (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 specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 thereunder.
We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditors'' 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 Company''s preparation of the I nd AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s 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 March 31, 2018 and its Profit (including other comprehensive income), its cash flows and the changes in Equity for the year ended on that date.
Other Matters
The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening balance sheet as at 1st April 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with Companies (Accounting Standards) Rule, 2006 audited by predecessor auditor, M/s. A.C. Bhuteria & Co., whose report for the year ended 31st March 2017 and 31st March 2016 dated 30th May, 2017 and 30th May, 2016 respectively who expressed unmodified opinion on those financial statements, as adjusted for the company on transition to the Ind AS, which have been audited by us. Reliance has been placed by us on the said financial statements and the report issued thereupon for the purpose of this financial statements and the report issued by us.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s 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 the âAnnexureAâ, 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 appears from our examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of changes in Equity and the Statement of Cash Flows 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 including Other Comprehensive Income, the Statement of changes in Equity and the Statement of Cash Flows comply with the Indian Accounting Standard specified under section 133 of the Act;
e) On the basis of the 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, refer to our separate Report in âAnnexure Bâ. and
g) 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 position in its Ind AS financial statements - refer Note no. 42 of the Ind AS financial statements;
ii. The Company did not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
The Statement referred to in paragraph 1 with the heading âReport on other legal and regulatory requirements'' of our Report of even date to the members of RTS Power Corporation Limited on the Ind
AS financial statements of the Company for the year ended 31st March 2018, we report that:
i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b. There is a phased programme of verification of such assets, based on which physical verification of fixed assets is being carried out by the management. Discrepancies in respect of fixed assets verified during the year were not material.
c. Based on verification of title deeds produced to us by the management and according to the information and explanations given to us, in our opinion, the title deeds/lease deeds of immovable properties are held in the name of the company.
ii) As explained to us, inventories have been physically verified during the year at reasonable interval by the management. As far as ascertained, discrepancies noticed on verification between the physical stocks and the book records were not material and the same has been properly dealt with in the books of account.
iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnership or other parties listed in the register maintained under Section 189 of the Act. Hence clause 3(iii) of the Order are not applicable to the company.
iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Act, with respect to the investments made. The Company has neither issued any guarantee, given any loan nor has provided any security on behalf of any party. Further according to the information and explanations given to us, the company has not entered into any transactions as referred to in section 185 of the Act.
v) The Company has not accepted any deposits. Consequently, the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, are not applicable to the Company.
vi) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148 (1) of the Act in respect of the Company''s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.
vii) a. According to the information and explanations given to us, during the year, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, goods and services tax, customs duty, excise duty, value added tax, cess, Goods and services tax and any other material statutory dues as applicable to it with the appropriate authorities. However, according to the information and explanations given to us, there is no undisputed amounts payable in respect of these which were in arrears as on March 31, 2018 for a period of more than six months from the date they became payable.
b. According to the information and explanations given to us, the details of disputed dues of income tax, sales tax, service tax, custom duty, excise duty and Value added Tax, if any, as at March 31, 2018, not deposited on account of any dispute are as follows:
Name of the Statute |
Nature of Dues |
Period to which the Amount relates |
Amount (Rs.) |
Forum Where dispute is Pending |
Value Added Tax and Central Sales Tax Act, 1956 |
VAT, CST, Interest, on Freight & Insurance |
2007-08 2008-09 2009-10 2010-11 2011-12 |
14,99,495 20,84,185 19,44,064 24,12,822 49,72,531 |
Revision pending before Tax Board, Rajasthan |
The Central Excise Act, 1944 |
Duty on Commission on sale |
Apr-15 to Jan-16 |
1,66,992 |
Revision pending before Commissioner Appeals |
The Central Excise Act, 1944 |
Service tax on Man power |
Apr-15 to Mar-16 |
15,33,277 |
Revision pending before Commissioner Appeals |
The Central Excise Act, 1944 |
Duty on Freight Charges |
Feb-16 to June-17 |
32,01,993 |
Revision pending before Commissioner Appeals |
The Central Excise Act, 1944 |
Duty on Freight Charges |
Apr-14 to Sept-16 |
20,89,489 |
Revision pending before Commissioner Appeals |
The Central Excise Act, 1944 |
Excise duty on Freight & Insurance |
April 11 to Jan-16 |
1,25,53,997 |
Revision pending before CESTAT |
West Bengal Value Added tax Act, 2003 |
Value Added tax |
2009-10 |
40,46,172 |
Revision pending before Appellate Authority of Sales Tax |
West Bengal Value Added tax Act, 2003 |
Central Sales Tax |
2013-14 |
3,28,509 |
Revision pending before Appellate Authority of Sales Tax |
West Bengal Value Added tax Act, 2003 |
Central Sales Tax |
2015-16 |
1,44,601 |
Revision pending before Appellate Authority of Sales Tax |
The Central Excise Act, 1944 |
Service tax |
2010-11 to 201314 |
39,41,342 |
Revision pending before Customs, Excise and Service Tax Appellate Tribunal (CESTAT) |
The Central Excise Act, 1944 |
Excise Duty |
2005-06 & 200607 |
2,37,928 |
Writ petition to be fled to High Court, Duty already paid Penalty Liabilities is contingent. |
viii) In our opinion and on the basis of information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks and governments. As explained, the company does not have any loan or borrowings from any financial institution or any dues to debenture holders.
ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.
x) During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud by the Company or on the Company by its officers or employees nor have we been informed of any such cases by the management.
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 of 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 them. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Annexure - B to the Auditorsâ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of RTS Power Corporation Limited (âthe Companyâ) as at March 31, 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 Company''s 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s 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 Company''s 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 Act, 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 ICAI. 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 was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the Ind AS 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 Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the Ind AS financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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 Lodha & Co
Chartered Accountants
Firm''s ICAI Registration No.:301051E
H. K.Verma
Place: Kolkata Partner
Date: May 30, 2018 Membership No: 055104
Mar 31, 2016
Independent Auditorsâ Report
To the Members of
RTS Power Corporation Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of RTS Power Corporation Limited (âthe 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.
Managementâs 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 (âthe Actâ) 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these 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 misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
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 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, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s 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 the Annexure âA'' 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:
i. 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.
ii. 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.
iii. The Branch Auditor''s report in respect of branches not visited by us, have been properly dealt with in preparing our report.
iv. The Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with this Report are in agreement with the books of account.
v. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
vi. On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
vii. 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; and
viii. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements as referred to in Note No. 33 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring the amounts required to be transferred, to the Investor Education and Protection Fund by the Company.
ANNEXURE âAâ TO THE INDEPENDENT AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF âREPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSâ 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 have been physically verified by the management in a phased manner, during the year which in our opinion is reasonable having regard to the size of the Company and nature of its business. No material discrepancies were 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. Physical verification of inventories has been conducted at reasonable intervals by the management. No material discrepancies were noticed on physical verification as compared to book record.
iii. The Company has not granted any loan, secured or unsecured to Companies / firms/ parties covered in the register maintained under Section 189 of the Companies Act, 2013 (âthe Act''). Accordingly, paragraphs 3(iii)(b) & 3(iii)(c) of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has not given any loan/guarantee/security to or on behalf of any party referred to in Section 185 of the Companies Act 2013. The Company has complied with Section 186 in respect of loans and investments made. The Company has not given any guarantee or provided any security in connection with a loan to any body corporate or any other person.
v. On the basis of our examination of books and records of the Company, in our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and therefore the directives issued by the Reserve bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under are not applicable to the Company.
vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
vii. a. According to the information and explanations given to us and on the basis of our
examination of the books and records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax and other statutory dues as applicable to it with appropriate authorities.
According to the information and explanations given to us and on the basis of our examination of the books and records of the Company, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable except as under:
Name of the Statute |
Nature of |
Amount (?) |
Financial Year to which |
Dues |
the amount relates |
||
Rajasthan Tax on Entry of Goods in Local Area Act, 1999 |
Entry Tax |
20,95,481 |
2014-2015 |
b. According to the information & explanation give to us, there are no dues of Income tax and other applicable Statutory Dues which have not been deposited on account of any dispute except as under:
Name of the Statute |
Nature of Dues |
Amount ('') |
Period |
Forum where dispute is pending |
Rajasthan VAT/CST |
VAT,CST, Interest, Penalty on Freight and insurance recovered |
7,33,527/ 9,93,285/ 8,72,954/ 11,21,471/ 21,12,544/- |
2007-08 2008-09 2009-10 2010-11 2011-12 |
Tax Board, Rajasthan |
West Bengal VAT |
VAT |
40,46,172/- |
2009-10 |
Appellate & Revision Board of Sales Tax |
West Bengal VAT |
VAT |
2,04,21,568/- |
2010-11 |
Joint Commissioner of Sales Tax |
Central Sales Tax |
CST |
18,96,071/- |
2010-11 |
Joint Commissioner of Sales Tax |
Central Sales Tax |
CST |
15,00,753/- |
2011-12 |
Joint Commissioner of Sales Tax |
viii. Based on our audit procedures and as per the information & explanation given by the management, the Company has not defaulted in repayment of loans or borrowings to financial Institution or Banks. The Company has not issued any debentures.
ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. The Company has not given any guarantee for loan taken by others from banks and financial institution.
x. On the basis of our examination of books and records of the Company and according to the information and explanation provided to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
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 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 Companies Act, 2013, where applicable, and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. In our opinion and according to the information and explanations give to us and based on our examination of the records of the Company, the Company has complied with provisions of Section 42 of the Companies Act 2013 in respect of preferential allotment of Preference shares made during the year. The Company has not made any preferential allotment or private placement of fully or partly convertible debentures during the year. The amount raised by preferential allotment of shares has been used for the purposes for which it was raised.
xv. The company has not entered into any non cash transaction with directors or persons connected with him under section 192 of the Companies Act, 2013.
xvi. 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 Actâ)
We have audited the internal financial controls over financial reporting of RTS Power Corporation Ltd (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s 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 (âICAI''). 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 company''s 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 Company''s 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 was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s 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 Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s 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 management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal 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.
Other Matters
Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting, insofar as it relates to 6 branches, is based on the corresponding reports of the branch auditors of such branches.
For A.C. Bhuteria & Co.
Chartered Accountants
Firm Regn. No. 303105E
Rahul Sethia
Place: Kolkata Partner
Dated : 30th May, 2016 Membership No.: 303931
Mar 31, 2015
We have audited the accompanying standalone financial statements of RTS
Power Corporation 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 standalone financial statements
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone
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
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 standalone financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the standalone financial statements.
The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the standalone
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 standalone financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the Company has in place an
adequate internal financial controls system over financial reporting
and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the
Company's Directors, as well as evaluating the overall presentation of
the standalone 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 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, 2015, and its profit and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (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 Act, 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:
i. 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.
ii. 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.
iii. The Balance Sheet, the Statement of Profit and Loss and the Cash
flow Statement dealt with this Report are in agreement with the books
of account.
iv. In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
v. On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
vi. With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its standalone financial statements as referred
to in Note No. 32 to the standalone financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring the amounts required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF RTS POWER
CORPORATION LTD. REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF
"REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT
OF EVEN DATE.
i. a. The company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets;
b. These fixed assets have been physically verified by the management
at reasonable intervals and no material discrepancies were 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 explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company is maintaining proper records of inventory.
Discrepancies noticed on physical verification as compared to book
records were not material and have been properly dealt with in the
books of accounts.
iii. The Company has not granted any loan secured or unsecured to any
firm, Companies or parties covered in the register maintained under
Section 189 of the Companies Act, 2013.
iv. In our opinion and according to the information & explanation given
to us, there is an adequate internal control system commensurate with
the size of the Company & nature of its business with regard to
purchase of inventory, fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weaknesses in internal control system.
v. On the basis of our examination of books and records of the Company,
in our opinion and according to the information and explanations given
to us, the company has not accepted deposits during the year and
therefore the directives issued by the Reserve bank of India and the
provisions of Sections 73 to 76 or any other relevant provisions of the
Companies Act 2013 and the rules framed there under are not applicable
to the Company.
vi. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the Central Government under Section 148(1) of the
Companies Act, 2013 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
vii. a. The Company is generally regular in depositing with appropriate
authorities undisputed statutory dues including Income Tax and other
statutory dues applicable to it. There are no undisputed amount payable
in respect of Income tax and other applicable Statutory dues which were
in arrears as at 31.03.2015 for a period of more than six months from
the date they became payable except as under:
Name of the Statute Nature of Amount (Rs.) Financial Year to
Dues which the amount
relates
Rajasthan Tax on Entry of Entry Tax 73,76,615/- 2012-2015
Goods in Local Area Act,
1999
b. According to the information & explanation give to us, there are no
dues of Income tax and other applicable Statutory Dues which have not
been deposited on account of any dispute except as under:
Name of the Statute Nature of Dues Amount (Rs.) Period
Rajasthan Tax on Entry Tax 2,09,184/- 2009-10
Entry of Goods in 4,44,532/- 2010-11
Local Area Act, 1999 4,41,408/- 2011-12
Rajasthan Tax on Entry Tax 2,14,420/- 2003-04
Entry of Goods in 72,167/- 2005-06
Local Area Act, 1999 2,41,894/- 2009-10
9,78,298/- 2010-11
10,18,427/- 2011-12
Rajasthan VAT VAT, Interest, 1,499,495/- F.Y. 2007-2008
Penalty on Freight
and insurance
recovered
Rajasthan VAT VAT, Interest, 20,84,185/- F.Y. 2008-2009
Penalty on
Freight and
insurance
recoered
Rajasthan VAT VAT, Interest, 19,44,064/- F.Y. 2009-2010
Penalty on Freight
and insurance
recovered
Rajasthan VAT VAT, Interest, 2,412,822/- F.Y. 2010-2011
Penalty on Freight
and insurance
recovered
Rajasthan VAT VAT, Interest, 4,972,531/- F.Y. 2011-2012
Penalty on Freight
and insurance
recovered
West Bengal VAT VAT 6,32,269/- 2008-09
West Bengal VAT VAT 40,46,172/- 2009-10
West Bengal VAT VAT 2,04,21,568/- 2010-11
West Bengal VAT VAT 7,91,326/- 2011-12
Name of the Statute Forum where dispute is pending
Rajasthan Tax on Entry of Goods Appeal and Stay from Supreme Court
in Local Area Act, 1999 of India
Rajasthan Tax on Entry of Goods Appeal and Stay from Supreme Court
in Local Area Act, 1999 of India
Rajasthan VAT Deputy Commissioner (Appeals) Jaipur
Rajasthan VAT Deputy Commissioner (Appeals) Jaipur
Rajasthan VAT Deputy Commissioner (Appeals) Jaipur
Rajasthan VAT Deputy Commissioner (Appeals) Jaipur
Rajasthan VAT Deputy Commissioner (Appeals) Jaipur
West Bengal VAT Appellate & Revision Board of Sales Tax
West Bengal VAT Appellate & Revision Board of Sales Tax
West Bengal VAT Joint Commissioner of Sales Tax
West Bengal VAT Joint Commissioner of Sales Tax
Name of the Statute Nature of Dues Amount (Rs.) Period
Central Sales Tax CST 10,89,625/- 2008-09
Central Sales Tax CST 5,11,027/- 2009-10
Central Sales Tax CST 18,96,071/- 2010-11
Central Sales Tax CST 15,00,753/- 2011-12
Name of the Statute Forum where dispute is pending
Central Sales Tax Appellate & Revision Board of Sales Tax
Central Sales Tax Appellate & Revision Board of Sales Tax
Central Sales Tax Joint Commissioner of Sales Tax
Central Sales Tax Joint Commissioner of Sales Tax
c. According to the information & explanation give to us, the amounts
which were required to be transferred to the investor education and
protection fund in accordance with the relevant provisions of the
Companies Act, 1956 and rules there under has been transferred to such
fund within time.
viii. The Company does not have any accumulated losses at the end of
the financial year. It has not incurred cash losses during the
financial year and in the immediately preceeding the financial year.
ix. Based on our audit procedures and as per the information &
explanation given by the management, the Company has not defaulted in
repayment of dues to financial Institution or Banks. The Company has
not issued any debentures.
x. The Company has not given any guarantee for loan taken by others
from banks and financial institution.
xi. In our opinion and according to the information and explanation
given to us the term loan has been applied for the purpose for which it
was obtained.
xii. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the management.
For A.C. Bhuteria & Co.
Chartered Accountants
Firm Regn. No. 303105E
Rahul Sethia
Place: Kolkata Partner
Dated : 30th May, 2015 Membership No.: 303931
Mar 31, 2014
We have audited the accompanying financial statements of RTS Power
Corporation Limited (''the Company''), which comprise the Balance Sheet
as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and Cash Flows of the Company in accordance with
the accounting principles generally accepted in India including
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
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, but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
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:
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;
(ii) In the case of the Statement of Profit and Loss, of the profit 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), as amended, issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the 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, 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 comply with the Accounting Standards
referred to in sub-section (3C) of section 211 of the Companies Act,
1956 to the extent applicable.
e. On the basis of written representations received from the directors
as on 31st March, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2014, from
being appointed as a director in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.
f. The report on the accounts of the branch offices audited under
section 228 by a person other than the company''s auditor has been
forwarded to us as required by clause © of sub-section
(3) of section 228 and have been dealt with in preparing our report in
the manner considered necessary by us.
Referred to in Paragraph 1 under the heading of "Report 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 its Fixed
Assets on the basis of available information.
b. Fixed Assets have been physically verified by the management during
the year. In our opinion, the procedures of physical verification of
fixed assets followed by the management are reasonable and adequate in
relation to the size of the Company and nature of its business. No
material discrepancies were noticed on verification of the assets that
are physically verified.
c. In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
(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 explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company is maintaining proper records of inventory.
Discrepancies noticed on physical verification as compared to book
records were not material have been properly dealt with in the books of
accounts.
(iii) a. As informed, the Company has not granted any loan, secured or
unsecured, to any firm, company or parties covered in the Register
maintained under Section 301 of the Companies Act, 1956.
b. The Company has taken unsecured loan from thirteen companies and
three parties covered in the register maintained under Section 301 of
the Companies Act, 1956. The maximum amount involved during the year
was Rs. 19,93,54,075/- and year-end balance of loan taken was Rs.
15,59,64,125/- (including interest).
c. In our opinion and according to information and explanation given to
us, the rate of interest and other terms and conditions on which loans
have been taken from companies and parties listed in the register
maintained under Section 301 of the Companies Act, 1956 are not prima
facie, prejudicial to the interest of the Company.
d. The Company has paid the principal and interest as per stipulations,
wherever made.
e. There is no overdue amount of loan taken from companies, firms or
other parties listed in the Register maintained under Section 301 of
the Companies Act, 1956.
(iv) In our opinion and according to the information & explanation
given to us, there is an adequate internal control system commensurate
with the size of the Company & nature of its business for purchases of
inventory, fixed assets and for the sale of goods and services. During
the course of our audit, we have not observed any continuing failure to
correct major weaknesses in internal control system.
(v) a. According to the information and explanations given to us, we
are of the opinion that the transactions made in pursuance of contracts
or arrangements that need to be entered in the register maintained
under Section 301 of the Companies Act, 1956 have been so entered.
b. In our opinion and according to the information & 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 the value of Rs. 5,00,000/- in respect of any
party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time
except in cases where comparison could not be made in the absence of
similar transactions with other parties.
(vi) On the basis of our examination of the books and records of the
Company, in our opinion & according to the information & explanations
given to us, the Company has not accepted any deposit from public
during the year and therefore, the provisions contained in Section 58A,
58AA or any other relevant provisions of the Act and Rules framed there
under are not applicable to the Company.
(vii) In our opinion, the Company has an internal audit system
commensurate with the nature and size of its business.
(viii) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
(ix) a. 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, Service Tax, Customs Duty, Excise Duty and other statutory dues applicable to it. According to the information and
explanations given to us, no undisputed amounts payable in respect of
the aforesaid dues were outstanding as at 31st March, 2014 for a period
of more than six months from the date they became payable.
b. The disputed statutory dues that have not been deposited on account
of disputed matters pending before appropriate authorities are as
under:
Name of the Statute Nature of Dues Amount (Rs) Period
Rajasthan Tax on Entry Tax 1,134,451/- For Various Years
Entry of Goods in
Local Area Act, 1999
Rajasthan Tax on Entry Tax 605,643/- F.Y. 2012-2013
Entry of Goods in
Local Area Act, 1999
Rajasthan Tax on Entry Tax 2,238,619/- For Various Years
Entry of Goods in
Local Area Act, 1999
Rajasthan Tax on Entry Tax 1,105,952/- F.Y. 2012-2013
Entry of Goods in
Local Area Act, 1999
Rajasthan Tax on Entry Tax 20,54,081/- F.Y. 2013-2014
Entry of Goods in
Local Area Act, 1999
Rajasthan Tax on Entry Tax 14,11,850/- F.Y. 2013-2014
Entry of Goods in
Local Area Act, 1999
Income Tax Act, 1961 Income Tax 2,057,170/- A.Y. 2009-2010
Income Tax Act, 1961 Income Tax 3,73,269/- A.Y. 2008-2009
Rajasthan VAT VAT, Interest, 1,499,495/- F.Y. 2007-2008
Penalty on
Freight and
insurance
recovered
Rajasthan VAT VAT, Interest, 2,412,822/- F.Y. 2010-2011
Penalty on
Freight and
insurance
recovered
Rajasthan VAT VAT, Interest, 4,972,531/- F.Y. 2011-2012
Penalty on
Freight and
insurance
recovered
UPST Penalty on 51,33,120/- F.Y. 2013-2014
Differences
of UPST demand
West Bengal VAT VAT 2,51,00,009/- For Various Years
Central Sales Tax CST 34,96,723/- For Various Years
Name of the Statute Forum where dispute is pending
Rajasthan Tax on Entry of Hon''ble Rajasthan High Court
Goods in Local Area Act, 1999
Rajasthan Tax on Entry of Hon''ble Rajasthan High Court
Goods in Local Area Act, 1999
Rajasthan Tax on Entry of Hon''ble Rajasthan High Court
Goods in Local Area Act, 1999
Rajasthan Tax on Entry of Hon''ble Rajasthan High Court
Goods in Local Area Act, 1999
Rajasthan Tax on Entry of Hon''ble Rajasthan High Court
Goods in Local Area Act, 1999
Rajasthan Tax on Entry of Hon''ble Rajasthan High Court
Goods in Local Area Act, 1999
Income Tax Act, 1961 Before Commissioner of Income Tax (Appeals
Income Tax Act, 1961 Before Commissioner of Income Tax (Appeals
Rajasthan VAT Deputy Commissioned (Appeals) Jaipur
Rajasthan VAT Deputy Commissioned (Appeals) Jaipur
Rajasthan VAT Deputy Commissioned (Appeals) Jaipur
UPST Commissioner (Appeal) Agra
West Bengal VAT C.T.O N.S. Charge
Central Sales Tax C.T.O N.S. Charge
(x) The Company does not have any accumulated losses at the end of the
financial year. The Company has not incurred any cash loss during the
current financial year but has incurred cash losses in the immediately
preceding financial year.
(xi) The Company has not defaulted in repayment of dues to banks or
financial institutions. The Company has no debenture holders.
(xii) As informed and explained 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 statute applicable to chit fund nidhi/mutual benefit
fund/societies.
(xiv) Since the Company is not dealing or trading in shares,
securities, debentures and other investment, clause 4 (xiv) of the
Order is not applicable.
(xv) According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
or financial institutions during the period covered by the report and
accordingly Clause 4 (xv) of the Order is not applicable
(xvi) Terms loans obtained by the Company were applied for the purpose
for which the loans were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that there are no funds raised on short-term basis that
have been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the Register
maintained under Section 301 of the Companies Act, 1956.
(xix) During the period covered by our audit report, the Company has
not issued any debentures.
(xx) The Company has not raised any money from public issue during the
year.
(xxi) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the management.
For A. C. Bhuteria & Co.
Chartered Accountants
Firm Registration No: 303105E
Mohit Bhuteria
Partner
Membership No. 056832
Place : 2, India Exchange Place
Kolkata - 700 001
Dated : 30th May, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of RTS Power
Corporation Limited (''the Company''), which comprise the Balance Sheet
as at 31st March, 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.
ManagementÂs 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 principles generally accepted in India including
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956 (Âthe ActÂ). 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.
AuditorÂs 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 auditorÂs judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the CompanyÂs 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
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:
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013; (ii) In the case of the Statement of
Profit and Loss, of the loss for the year ended on that date; and (iii)
In the case of the Cash Flow Statement, of the cash flows for the year
ended on that date.
Other Matter Paragraph
We state that Assets and Liabilities both amounting to Rs.113,45,68,880/-
each and Profit Before Tax amounting to Rs. 80,17,444/- have not been
audited by us and have been relied upon the report of the branch
auditor. However, remarks of the branch auditor, if any, have been
duly considered in our report. Our opinion is not qualified in respect
of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (AuditorÂs Report) Order, 2003 (Âthe
OrderÂ), as amended, 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, 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 comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Companies Act,
1956 to the extent applicable.
e. On the basis of written representations received from the directors
as on 31st March, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2013, from
being appointed as a director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
Annexure to Independent AuditorÂs Report
Referred to in Paragraph 1 under the heading of 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 its Fixed
Assets on the basis of available information.
b. Fixed Assets have been physically verified by the management during
the year. In our opinion, the procedures of physical verification of
fixed assets followed by the management are reasonable and adequate in
relation to the size of the Company and nature of its business. No
material discrepancies were noticed on verification of the assets that
are physically verified.
c. In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
(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 explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c. The Company is maintaining proper records of inventory.
Discrepancies noticed on physical verification as compared to book
records were not material have been properly dealt with in the books of
accounts.
(iii) a. As informed, the Company has not granted any loan, secured or
unsecured, to any firm, company or parties covered in the Register
maintained under Section 301 of the Companies Act, 1956.
b. The Company has taken unsecured loan from eleven companies and
three parties covered in the register maintained under Section 301 of
the Companies Act, 1956. The maximum amount involved during the year
was Rs. 183,596,673/- and year-end balance of loan taken was
Rs.167,569,096/- (including interest).
c. In our opinion and according to information and explanation given
to us, the rate of interest and other terms and conditions on which
loans have been taken from companies and parties listed in the register
maintained under Section 301 of the Companies Act, 1956 are not prima
facie, prejudicial to the interest of the Company.
d. The Company has paid the principal and interest as per
stipulations, wherever made.
e. There is no overdue amount of loan taken from companies, firms or
other parties listed in the Register maintained under Section 301 of
the Companies Act, 1956.
(iv) In our opinion and according to the information & explanation
given to us, there is an adequate internal control system commensurate
with the size of the Company & nature of its business for purchases of
inventory, fixed assets and for the sale of goods and services. During
the course of our audit, we have not observed any continuing failure to
correct major weaknesses in internal control system.
(v) a. According to the information and explanations given to us, we
are of the opinion that the transactions made in pursuance of contracts
or arrangements that need to be entered in the register maintained
under Section 301 of the Companies Act, 1956 have been so entered.
b. In our opinion and according to the information & 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 the value of Rs. 5,00,000/- in respect of any
party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time
except in cases where comparison could not be made in the absence of
similar transactions with other parties.
(vi) On the basis of our examination of the books and records of the
Company, in our opinion & according to the information & explanations
given to us, the Company has not accepted any deposit from public
during the year and therefore, the provisions contained in Section 58A,
58AA or any other relevant provisions of the Act and Rules framed there
under are not applicable to the Company.
(vii) In our opinion, the Company has an internal audit system
commensurate with the nature and size of its business.
(viii) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
(ix) a. 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, Service Tax, Customs Duty, Excise
Duty and other statutory dues applicable to it. According to the
information and explanations given to us, no undisputed amounts payable
in respect of the aforesaid dues were outstanding as at 31st March,
2013 for a period of more than six months from the date they became
payable.
b. The disputed statutory dues that have not been deposited on account
of disputed matters pending before appropriate authorities are as under
:
Name of the Statute Nature of Dues Amount (Rs.)
Rajasthan Tax on Entry of Entry Tax 1,134,451/-
Goods in Local Area Act,
1999
Rajasthan Tax on Entry of Entry Tax 605,643/-
Goods in Local Area Act,
1999
Rajasthan Tax on Entry of Entry Tax 2,238,619/-
Goods in Local Area Act,
1999
Rajasthan Ta x on Entry of Entry Tax 1,105,952/-
Goods in Local Area Act,
1999
Income Tax Act, 1961 Income Tax 2,057,170/-
Income Tax Act, 1961 Income Tax 22,104/-
Uttar Pradesh Sales Tax Penalty on 5,133,120/-
difference of UPST
demand
Rajasthan VAT VAT, Interest, 1,409,039/-
Penalty on Freight
and insurance
recovered
Name of the Statute Forum where dispute
Period is pending
Rajasthan Tax on Entry of
Goods in local Area Act,
1999 For Previous Years HonÂble Rajasthan
High Court
Rajasthan Tax on Entry of
Goods in Local Area Act,
1999 F.Y. 2012-2013 HonÂble Rajasthan
High Court
Rajasthan Tax on Entry of
Goods in Local Area Act,
1999 For Previous Years HonÂble Rajasthan
High Court
Rajasthan Tax on Entry of
Goods in Local Area Act,
1999 F.Y. 2012-2013 HonÂble Rajasthan
High Court
Income Tax Act, 1961 A.Y. 2009-2010 Before Commissioner
of Income Tax
(Appeals)
Income Tax Act, 1961 A.Y. 2008-2009 Before Commissioner
of Income Tax
(Appeals)
Uttar Pradesh Sales Tax F.Y. 2012-2013 Commissioner
(Appeals) Agra
Rajasthan VAT F.Y. 2007-2008 Deputy Commissioner
(Appeals) Jaipur
Name of the Statute Nature of Dues Amount (Rs.)
Rajasthan VAT VAT, Interest, 2,412,822/-
Penalty on Freight
and insurance
recovered
Rajasthan VAT VAT, Interest, 4,972,531/-
Penalty on Freight
and insurance
recovered
Name of the Statute Forum where dispute
Period is pending
Rajasthan VAT F.Y. 2010-2011 Deputy Commissioner
(Appeals) Jaipur
Rajasthan VAT F.Y. 2011-2012 Deputy Commissioner
(Appeals) Jaipur
(x) The Company does not have any accumulated losses at the end of the
financial year. The Company has incurred cash loss during the financial
year covered by the audit but has not incurred cash loss during the
immediately preceding financial year.
(xi) The Company has not defaulted in repayment of dues to banks or
financial institutions. The Company has no debenture holders.
(xii) As informed and explained 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 statute applicable to chit fund nidhi/mutual benefit
fund/societies.
(xiv) Since the Company is not dealing or trading in shares,
securities, debentures and other investment, Clause 4 (xiv) of the
Order is not applicable.
(xv) According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
or financial institutions during the period covered by the report and
accordingly Clause 4 (xv) of the Order is not applicable
(xvi) Terms loans obtained by the Company were applied for the purpose
for which the loans were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that there are no funds raised on short-term basis that
have been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the Register
maintained under Section 301 of the Companies Act, 1956.
(xix) During the period covered by our audit report, the Company has
not issued any debentures.
(xx) The Company has not raised any money from public issue during the
year.
(xxi) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the management.
For A. C. BHUTERIA & CO.
Chartered Accountants
Firm Registration No: 303105E
Place: 2, India Exchange Place, Mohit Bhuteria
Kolkata  700 001 Partner
Dated :30th May, 2013 Membership No. 056832
Mar 31, 2012
1) We have audited the attached Balance Sheet of RTS POWER CORPORATION
LIMITED ("the Company") as at 31st March, 2012 and also the annexed
Profit & Loss Statement and Cash Flow Statement for the year ended on
that date annexed hereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2) We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examination, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3) As required by the Companies (Auditors' Report) Order, 2003 issued
by the Central Government of India in terms of Sub Section (4a) of
Section 227 of the Companies Act, 1956 and on the basis of such checks
as we considered appropriate and according to the information and
explanations given to us during the course of our audit, we enclose in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the said Order as far as applicable:
4) Further to above -
i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
ii) In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of the
books.
iii) The Branch Auditor's Report of branches not visited by us, have
been properly dealt with in preparing our report.
iv) The Balance Sheet, the Profit & Loss Statement and Cash Flow
Statement dealt with by the report are in agreement with the books of
accounts of the Company.
v) In our opinion, the Profit and Loss Statement, Balance Sheet and
Cash Flow Statement comply with the mandatory Accounting Standards
referred to in Section 211(3C) of the Companies Act, 1956 to the extent
applicable.
vi) 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 Section 274(1)(g)
of the Companies Act, 1956.
vii) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with significant
accounting policies & notes thereon give the information required by
the Companies Act, 1956 in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India.
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 the Profit & Loss Statement, 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
ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN OUR REPORT OF EVEN DATE
i) The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets. The
management has physically verified fixed assets during the year- end
and no discrepancy was noticed on such verification. In our opinion,
the frequency of verification is reasonable. There was no substantial
disposal of fixed assets during the year.
ii) Physical verification of inventory has been conducted at reasonable
intervals by the management. In our opinion, the procedures of physical
verification of inventory followed by the management are reasonable and
adequate in relation to the size of the Company and nature of its
business. The Company is maintaining proper records of inventory.
Discrepancies noticed on physical verification as compared to books
records, which were not material, have been properly dealt with in the
books of accounts.
iii) a) As informed , the Company has not granted any loan, secured or
unsecured, to companies, firms
or parties listed in the register maintained under Section 301 of the
Companies Act, 1956. Consequently, the requirements of Clauses (iii)
(b), (iii) (c) and (iii) (d) of paragraph 4 of the Order are not
applicable
b) The Company has taken unsecured loan from a party and fifteen
companies covered in the register maintained under Section 301 of the
Companies Act 1956. The maximum amount involved during the year was Rs.
1748.93 lacs & the year-end balance of such loan taken was Rs. 1277.49
lacs.
c) In our opinion and according to information and explanation given to
us, the rate of interest and other terms and conditions on which loan
has been taken from companies and a party listed in register maintained
under Section 301 of the Companies Act 1956 are not prima facie
prejudicial to the interest of the Company.
d) The Company is regular in repayment of principal as per
stipulations, wherever made and is regular in payment of Interest.
iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control procedure
commensurate with the size of the company and nature of its business
for 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
continuing failure to correct major weakness in internal control.
v) a) In our opinion and according to the information and explanations
given to us, the particulars of
contracts or arrangements referred to in Section 301 of the Companies
Act, 1956 have been duly entered in the register required to be
maintained under the Section.
b) In our opinion and according to information and explanations given
to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of 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 prices at the
relevant time except in cases where comparison could not be made in
absence of similar transactions with other parties.
vi) In our opinion & according to the information and explanations
given to us, the Company has not accepted any deposit from public
during the year and therefore, the provisions contained in Section 58A,
58AA or any other relevant provisions of the Act and Rules framed
thereunder are not applicable to the Company.
vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
viii) According to the information given to us, the Central Government
has prescribed maintenance of cost records under Section 209 (1) (d) of
the Companies Act, 1956 for products 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 to determine whether they are accurate and
complete.
ix) a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues
including provident fund, employees state insurance, income tax, sales
tax, customs duty, service tax, cess and other statutory dues
applicable to it. According to the information and explanations given
to us, no undisputed amounts payable in respect of income tax, wealth
tax, sales tax, customs duty, excise duty, service tax or cess were in
arrears, as at the close of the year for a period of more than six
months from the date they became payable.
b) According to the information and explanations given to us, there are
no dues of sales tax, income tax, customs duty, wealth tax, excise
duty, service tax and cess, which have not been deposited on account of
any dispute except the following :
Name of Nature of Amount Period From where
Statute Due (Rs.) dispute is
pending
Rajasthan
Tax Entry Tax 11,34,451/- For
Previous Hon'ble
on Entry of
Years Rajasthan High
Goods in Court Stayed
Local Area 50% hence
Act, 1999 50% deposited
during the year.
Rajasthan
Tax Entry Tax 22,38,619/- For
Previous H'ble Rajasthan
on Entry of Years High Court
Goods in Judgement for
Local Area 50% deposit
Act, 1999
Income
Tax Income Tax 20,57,170/- A.Y.
2009-2010 Before
Act, 1961 Commissioner of
Income Tax
(Appeals)
Income Tax Income Tax 22,104/- A.Y.
2008-2009 Before
Act, 1961 Commissioner of
Income Tax
(Appeals)
x) The Company does not have any accumulated losses. The Company has
not incurred any cash losses in the current financial year and in the
immediately preceding financial year.
xi) As per the information and explanations furnished to us and our
verification of records of the Company, the Company has made delays in
repayment of dues to banks. The period and amount of delay are as
follows :
Nature
of dues Period of Delay Amount (Rs.)
Interest 30 to 90 Days 510,797
Interest 90 to 180 Days 149,512
The Company has no dues to financial institutions. The Company has no
debenture holders.
xii) As informed and explained 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 statute applicable to chit fund/nidhi/mutual benefit
fund/society.
xiv) The Company does not have any dealing or trading in shares,
securities, debentures or other investments, and accordingly Clause
(xiv) of Para 4 of the Order is not applicable.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
xvi) Term loans obtained by the Company were applied for the purpose
for which the loans were obtained.
xvii) According to the information and explanation given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investments.
xviii) The Company has made preferential allotment of 3,80,000 Equity
Shares of Rs 10/- each at a premium of Rs. 26 per share to a company
covered in the Register maintained under Section 301 of the Companies
Act, 1956.The Equity Shares have been issued based on the price
determined as per SEBI Guidelines and are therefore not prejudicial to
the interest of the Company..
xix) The Company has not issued any debenture during the year.
xx) The Company has disclosed the end use of money raised by issue of
Equity Shares on Preferential basis and the same has been verified by
us. (Refer Note No. 33)
xxi) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor we
have been informed of any such case by the management.
For A. C. Bhuteria & Co.
Chartered Accountants
Firm Registration No. 303105E
2, India Exchange
Place Mohit Bhuteria
Kolkata - 700 001 Partner
Dated : 29th August, 2012 Membership No. 56832
Mar 31, 2010
1.) We have audited the attached Balance Sheet of RTS POWER CORPORATION
LIMITED ("the Company") as at 31st March, 2010 and also the annexed
Profit & Loss Account and Cash Flow Statement for the year ended on
that date annexed hereto. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2.) We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examination, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3.) As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of Sub Section (4A) of
Section 227 of the Companies Act, 1956 and on the basis of such checks
as we considered appropriate and according to the information and
explanations given to us during the course of our audit, we enclose in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the said Order as far as applicable:
4.) Further to above -
i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
ii) In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of the
books.
iii) The Branch Auditors Report of branches not visited by us, have
been properly dealt with in preparing our report.
iv) The Balance Sheet, the Profit & Loss Account and Cash Flow
Statement dealt with by the report are in agreement with the books of
accounts of the Company.
v) In our opinion, the Profit and Loss Account, Balance Sheet and Cash
Flow Statement comply with the mandatory Accounting Standards referred
to in Section 211 (3C) of the Companies Act, 1956 to the extent
applicable.
vi) On the basis of written representations 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 disqualified as on 31st March,
2010 from being appointed as a director in terms of Section 274(1 )(g)
of the Companies Act, 1956.
vii) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with significant
accounting policies & notes thereon give the information required by
the Companies Act, 1956 in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India.
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2010
b) In the case of the Profit & 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 à date
ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN OUR REPORT OF EVEN DATE
i) The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets. The
management has physically verified fixed assets during the year- end
and no discrepancy was noticed on such verification. In our opinion the
frequency of verification is reasonable. There was no substantial
disposal of fixed assets during the year.
ii) Physical verification of inventory has been conducted at reasonable
intervals by the management. In our opinion, the procedures of
physical verification of inventory followed by the management are
reasonable and adequate in relation to the size of the Company and
nature of its business. The Company is maintaining proper records of
inventory. Discrepancies noticed on physical verification as compared
to books records, which were not material, have been properly dealt
with in the books of accounts.
iii) a) As informed , the Company has not granted any loan, secured or
unsecured, to companies, firms or parties listed in the register
maintained under Section 301 of the Companies Act, 1956.
b) The Company has taken unsecured loan from one party and thirteen
companies covered in the register maintained under Section 301 of the
Companies Act 1956. The maximum amount involved during the year was Rs.
1671.15 Lacs & the year-end balance as such loan taken was Rs. 1247.59
Lacs.
c) In our opinion and according to information and explanation given to
us, the rate of interest and other terms and conditions on which loan
has been taken from companies and a party listed in register maintained
under Section 301 of the Companies Act 1956 are not prima facie,
prejudicial to the interest of the Company.
d) The Company is regular in repayment of principal as per
stipulations, wherever made and is regular in payment of Interest.
e) There is no overdue amount of loan taken from or granted to
companies, firms or other parties listed in the Register maintained
under Section 301 of the Companies Act, 1956.
iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control procedure
commensurate with the size of the company and nature of its business
for purchase of inventory and fixed 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 control.
v) a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Companies Act, 1956 have been duly entered in the
register required to be maintained under the Section.
b) In our opinion and according to information and explanations given
to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of 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 prices at the
relevant time except in cases where comparison could not be made in
absence of similar transactions with other parties.
vi) In our opinion & according to the information & explanations given
to us, the Company has not accepted any deposit from public during the
year.
vii) In our opinion, the company has an internal audit system
commensurate with its size and nature of its business.
viii) We are informed that maintenance of cost records has not been
prescribed by the Central Government under section 209(1) (d) of the
Companies Act 1956.
ix) a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
employees state insurance, income tax, sales tax, customs duty, service
tax, cess and other statutory dues applicable to it. According to the
information and explanations given to us, no undisputed amounts payable
in respect of income tax, wealth tax, sales tax, customs duty, excise
duty, service tax or cess were in arrears, as at the close of the year
for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us, there are
no dues of sales tax, income tax, customs duty, wealth tax, excise
duty, service tax and cess, which have not been deposited on account of
any dispute.
x) The Company does not have any accumulated losses. The Company has
not incurred any cash losses in the current financial year and in the
immediately preceding financial year.
xi) The Company has not defaulted in repayment of dues to banks or
financial institutions. The Company has no debenture holders.
xii) As informed and explained 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 statute applicable to chit fund /nidhi/mutual benefit fund/
societies.
xiv) The Company does not have any dealing or trading in shares,
securities, debentures or other investments, and accordingly clause 4
(xiv) of the Order is not applicable.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
xvi) Term loans obtained by the Company were applied for the purpose
for which the loans were obtained.
xvii) According to the information and explanation given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investments.
xviii) The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under Section
301 of the Companies Act, 1956.
xix) The Company has not issued any debentures during the year.
xx) The Company has not raised any money through a public issue during
the year.
xxi) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor we
have been informed of any such case by the management.
For A. C. BHUTERIA & CO.
Chartered Accountants
^Registration No. 303105E
Mohit Bhuteria
Partner
Membership No. 56832
2, India Exchange Place
Place : Kolkata - 700 001
Dated : 30th August, 2010
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