Mar 31, 2018
INDEPENDENT AUDITORâS REPORT
To the Members of Saint-Gobain Sekurit India Limited
Report on the Ind AS Financial Statements
1. We have audited the accompanying Ind AS Financial Statements of Saint-Gobain Sekurit India Limited ("the Companyâ), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow, the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Ind AS Financial Statementsâ).
Managementâs Responsibility for the Ind AS Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation of these Ind AS Financial Statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act, read with relevant Rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. 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.
4. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.
5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS Financial Statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS Financial Statements.
6. 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
7 In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2018, its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
8 a) As required by the Companies (Auditorâs Report) Order, 2016, ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.
b) 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 purpose of our audit.
ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, except that the backup of the books of accounts and other books and papers maintained in electronic mode has not been maintained on servers physically located in India.
iii) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of changes in Equity dealt with by this Report are in agreement with the books of account.
iv) In our opinion, the aforesaid Ind AS Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with relevant Rules issued thereunder.
v) On the basis of the written representations received from the Directors of the Company as on 31st March 2018 and taken on record by the Board of Directors, none of the Directors of the Company are disqualified as on 31stMarch 2018, from being appointed as a Director in terms of section 164(2) of the Act.
vi) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure Bâ.
vii) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a) The Company has disclosed the impact of pending litigations on the financial position of the Company in its Ind AS Financial Statements. Refer Note 37 to the Ind AS Financial Statements.
b) The Company has made provision, as required under the applicable laws or Accounting Standards for material foreseeable losses, if any, on long term contracts including derivative contracts. Refer Notes 2(e) and Note 33 to the Ind AS Financial Statements.
c) There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March 2018.
Annexure A to the Independent Auditorâs Report
The Annexure referred to in paragraph 8(a) under âReport on Other Legal and Regulatory Requirementsâ in our Independent Auditorsâ
Report to the members of the Company on the Ind AS Financial Statements for the year ended 31st March 2018:
Statement on Matters specified in paragraphs 3 and 4 of the Companies (Auditorâs Report) Order, 2016:
1. Fixed Assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) The Company has a program for physical verification of fixed assets at periodic intervals. The Company has conducted a physical verification of fixed assets during the year. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification are not material and have been properly dealt with in the books of account.
c) According to the information and explanations given to us and on the basis of the records of the Company examined by us, the title deeds of immovable properties are held in the name of the Company or in the erstwhile name of the Company.
2. The Management has conducted physical verification of inventory at reasonable intervals except goods in transit. The discrepancies noticed on physical verification were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.
3. The Company has not granted any loan secured or unsecured, to companies, firms, limited liability partnerships or other parties which are listed in the register maintained under Section 189 of the Companies Act, 2013.
4. In our opinion and according to the information and explanations given to us, the Company has not advanced any loans to parties or granted securities covered under Section 185 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us and records examined by us, the provisions of Section 186 of the Companies Act, 2013, in respect of loans given, guarantees given and investments made have been complied with by the Company.
5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76, or any other relevant provisions of the Companies Act and the rules framed thereunder. No order has been passed by the Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal.
6. We have broadly reviewed the books of account and records maintained by the Company in respect of the product covered under the Rules prescribed by the Central Government for the maintenance of cost records, under sub section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
7. Statutory Dues:
a) According to the information and explanations given to us and on the basis of the records examined by us, the Company is regular in depositing undisputed statutory dues, including Provident Fund, Employeesâ State Insurance, Income-tax, Goods and Service tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, Cess and any other statutory dues with the appropriate authorities wherever applicable. We have been informed that there are no undisputed dues which have remained outstanding as at the last day of the financial 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 Income-tax, Goods and Service tax, Sales tax, Service tax, Duty of Customs, Duty of Excise, Value added tax or Cess outstanding on account of any dispute, other than the following:
Name of Statute |
Nature of Dues |
Amount ('') |
Period to which the amount relates |
Forum where dispute is pending |
Central Excise Act, 1944. |
Excise Duty and Penalty (Refer Note below) |
2,593,035 |
1989-90 |
Custom, Excise and Service Tax Appellate Tribunal (CESTAT) |
5,218,586 |
1990-92 |
|||
24,290,338 |
2003-04 and 2004-05 |
|||
The Andhra Pradesh General Sales Tax Act, 1957. |
Sales Tax |
278,462 |
2000-01 |
Additional Commissioner of Commercial Taxes, Hyderabad. |
Central Sales Tax Act, 1956 & Value Added Tax Act. |
Value Added tax Input Tax credit disallowances |
971,706 |
2005-06 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
1,019,657 |
2006-07 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
||
2,997,073 |
2008-09 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
||
70,386 |
2009-10 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
||
2,206,402 |
2011-12 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
||
Central Sales Tax pending "C Forms |
619,774 |
2007-08 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
|
821,741 |
2008-09 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
||
228,853 |
2009-10 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
||
269,064 |
2011-12 |
Joint Commissioner of Sales Tax (Appeals), Chakan. |
Note: The amount does not include the amount of interest in respect of certain matters as the same has not been quantified in the order from the Department.
8. According to the information and explanations given to us and based on the documents and records produced before us, there are no dues to banks, financial institutions and debenture holders or to the Government.
9. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year and the Company also did not obtain any term loan during the year.
10. During the course of our examination of the books of account and records of the Company, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
11. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company.
13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standards.
14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with Directors or persons connected with him.
16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
ANNEXURE B TO THE INDEPENDENT AUDITORâS REPORT
Referred to in Paragraph 8(b)(vi) âReport on Other Legal and Regulatory Requirementsâ in our Independent Auditorâs Report to the members of the Company on the Ind AS Financial Statements for the year ended 31st March 2018.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of section 143 of the Companies Act, 2013.
1. We have audited the internal financial controls over financial reporting of SAINT-GOBAIN SEKURIT INDIA LIMITED (âthe Companyâ) as of 31st March 2018, in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
2. The Companyâs Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (the âActâ or the âCompanies Actâ).
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note 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 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.
4. 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 auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6 A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that:
a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS Financial Statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of Management and Directors of the Company; and
c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the Ind AS Financial Statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. 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
8 In our opinion, to the best of our knowledge and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Kalyaniwalla & Mistry LLP
Chartered Accountants
Firm Registration. No.: 104607W/W100166
Daraius Z. Fraser
Partner
Membership No. 42454
Place: Mumbai
Date: 30th May 2018
Mar 31, 2015
1. We have audited the accompanying financial statements of
Saint-Gobain Sekurit India Limited (the "Company"), which comprise
the Balance Sheet as at March 31, 2015, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
2. The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (the "Act")
with respect to the preparation of these financial statements to 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 of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules
made thereunder including the accounting standards and matters which
are required to be included in the audit report.
5. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act and other applicable
authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those Standards and pronouncements 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.
6. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment
of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Company's
preparation of the financial statements that give a true and fair view,
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
financial statements.
Opinion
8. 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, of the state of affairs of the Company as
at March 31, 2015, and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
9. As required by 'the Companies (Auditor's Report) Order, 2015',
issued by the Central Government of India in terms of sub-section (11)
of section 143 of the Act (hereinafter referred to as the "Order"),
and on the basis of such checks of the books and records of the Company
as we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order.
10. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books, except that the back-up of the books of accounts
maintained in electronic mode has not been maintained on servers
physically located in India.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
directors as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015,
from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the maintenance of accounts and other matters
connected therewith, reference is made to our comment in Paragraph
10(b) above, that the back-up of the books of accounts maintained in
electronic mode has not been maintained on servers physically located
in India.
(g) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our knowledge and belief
and according to the information and explanations given to us:
(i) The Company has disclosed the impact, if any, of pending
litigations as at March 31, 2015 on its financial position in its
financial statements - Refer Note 29;
(ii) The Company has long-term contracts including derivative contracts
as at March 31, 2015 for which there were no material foreseeable
losses;
(iii) There were no amounts which were required to be transferred to
the Investor Education and Protection Fund by the Company during the
year ended March 31,2015.
Referred to in paragraph 9 of the Independent Auditors' Report of even
date to the members of Saint-Gobain Sekurit India Limited on the
financial statements as of and for the year ended March 31,2015.
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies have been noticed on such verification.
ii. (a) The inventory has been physically verified by the
Management during the year. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
iii. The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Therefore, the provisions of Clause
3(iii),
(iii)(a) and (iii)(b) of the said Order are not applicable to the
Company.
iv. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods.
Further, on the basis of our examination of the books and records of
the Company, and according to the information and explanations given to
us, we have neither come across, nor have been informed of, any
continuing failure to correct major weaknesses in the aforesaid
internal control system.
v. The Company has not accepted any deposits from the public within the
meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed
there under to the extent notified.
vi. We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
specified under sub-section (1) of Section 148 of the Act, and are of
the opinion that, prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, made a detailed
examination of the records with a view to determine whether they are
accurate or complete.
vii. (a) According to the information and explanations given
to us and the records of the Company examined by us, in our opinion,
the Company is regular in depositing the undisputed statutory dues,
including provident fund, income tax, sales tax, wealth tax, service
tax, duty of customs, duty of excise, value added tax and other
material statutory dues, as applicable, with the appropriate
authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of wealth-tax,
service-tax and duty of customs which have not been deposited on
account of any dispute. The particulars of dues of income tax, sales
tax, duty of excise and value added tax as at March 31, 2015 which have
not been deposited on account of a dispute, are as follows:
Name of the statute Nature of dues Amount Amount
Paid under protest
The Income Income Tax 19,956,440 -
Tax Act, 1961
The Income Penalty 110,310 -
Tax Act, 1961
The Central Excise duty 9,358,884 474,525
Excise Act, 1944 and penalty
The Central Excise duty 25,240,338 950,000
Excise Act,1944 and penalty
Andhra Pradesh Sales Tax 585,445 292,692
General Sales Tax
Act, 1957
Central Sales Tax Sales Tax 4,455,136 1,689,994
Act, 1956
Maharashtra Sales Tax 7,240,517 1,824,812
Value Added Tax
Act, 2005
Name of the Statute Period to which the Forum where the dispute
amount relates is pending
The Income Taxs Act 2011-2012 Commissioner of Income tax
(Appeals)
The Income Tax Act 2010-2011 Commissioner of Income tax
(Appeals)
The Central Excise 1989- 1990 Customs, Excise &
Act 1944 1990- 1992 Service Tax
1999- 2000 Appellate Tribunal
(CESTAT)
The Central Excise 2003- 2004 Customs, Excise &
Act 1944 2004- 2005 Service Tax Appellate
Tribunal (CESTAT)
Andhra Pradesh 2000- 2001 Additional
General Sales Tax Commissioner of Commercial
Act 1957 Taxes, Hyderabad
Central Sales Tax 2007- 2008 Joint Commissioner
Act 1956 2008- 2009 of Sales Tax (Appeals),
2009- 2010 Pune
Maharashtra 2005- 2006 Joint Commissioner
2006- 2007 of Sales Tax (Appeals),
2008- 2009 Pune
2009- 2010
*This does not include the amount of interest as the same has not been
quantified in the Order from the Commissioner of Excise.
(c) There are no amounts required to be transferred by the Company to
the Investor Education and Protection Fund in accordance with the
provisions of the Companies Act, 1956 and the rules made thereunder.
viii. The accumulated losses of the Company did not exceed fifty
percent of its net worth as at March 31, 2015 and it has not incurred
cash losses in the financial year ended on that date or in the
immediately preceding financial year.
ix. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
x. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Accordingly, the provisions of Clause 3(x) of the Order are not
applicable to the Company.
xi. The Company has not raised any term loans. Accordingly, the
provisions of Clause 3(xi) of the Order are not applicable to the
Company.
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
material 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 Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Neeraj Sharma
Place : Mumbai Partner
Date : May 28th, 2015 Membership Number 108391
Mar 31, 2014
1. We have audited the accompanying financial statements of
Saint-Gobain Sekurit India Limited (the "Company"), which comprise the
Balance Sheet as at March 31, 2014, and the Statement of profit and Loss
and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information, which
we have signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s Management is responsible for the preparation of
these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in
accordance with the Accounting Standards notifed under the Companies
Act, 1956 (the "Act") read with the General Circular 15/2013 dated
September 13, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013. This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of
India. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by Management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is suffcient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as
amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'',
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Act (hereinafter referred to as the "Order"), and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
8. As required by section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, Statement of profit and Loss, and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards notifed under the Companies Act, 1956 read with
the General Circular 15/2013 dated September 13, 2013 of the Ministry
of Corporate Affairs in respect of Section 133 of the Companies Act,
2013;
(e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
Referred to in paragraph 7 of the Independent Auditors'' Report of even
date to the members of Saint-Gobain Sekurit India Limited on the
financial statements as of and for the year ended March 31, 2014.
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verifed by the Management according
to a phased programme designed to cover all the items over a period of
3 years which, in our opinion, is reasonable having regard to the size
of the Company and the nature of its assets. Pursuant to the programme,
a portion of the fixed assets has been physically verifed by the
Management during the year and no material discrepancies have been
noticed on such verifcation.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
ii. (a) The inventory has been physically verifed by the Management
during the year. In our opinion, the frequency of verifcation is
reasonable.
(b) In our opinion, the procedures of physical verifcation of inventory
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verifcation of inventory as compared
to book records were not material.
iii. (a) The Company has not granted/taken any loans, secured or
unsecured, to companies, firms or other parties covered in the register
maintained under Section 301 of the Act. Therefore, the provisions of
Clause 4(iii)[(b),(c) and (d), (f) and (g)] of the said Order are not
applicable to the Company.
iv. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods.
Further, on the basis of our examination of the books and records of
the Company, and according to the information and explanations given to
us, we have neither come across, nor have been informed of, any
continuing failure to correct major weaknesses in the aforesaid
internal control system.
v. (a) According to the information and explanations given to us, there
have been no contracts or arrangements that need to be entered in the
register maintained under Section 301 of the Act.
(b) In our opinion, and according to the information and explanations
given to us, there are no transactions made in pursuance of such
contracts or arrangements exceeding the value of Rupees Five Lakhs in
respect of any party during the year.
vi. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
viii. We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act, and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
ix. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the 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 material statutory dues, as
applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income-tax,
wealth- tax, service-tax, and customs duty which have not been
deposited on account of any dispute. The particulars of dues of sales
tax and excise duty as at March 31, 2014 which have not been deposited
on account of a dispute, are as follows:
Name of the Nature Amount Amount
statute of dues (Rs.) Paid
Under
Protest
(Rs.)
The Central Excise 9,358,884 474,525
Excise Act, Duty and
1944 penalty
The Central Excise 12,620,169 Â
Excise Act, Duty
1944
Andhra Sales 585,445 292,692
Pradesh Tax
General
Sales Tax
Act, 1957
Central Sales Sales 8,868,616 699,576
Tax Act, 1956 Tax
Name of the
statute
Central Sales Tax Act, 1956
Name of the statute Period to Forum where
which the the dispute
amount is pending
relates
The Central Excise Act, 1944 1989-1990 Customs,
1990-1992 Excise &
1999-2000 Service Tax
Appellate
Tribunal
(CESTAT)
The Central Excise Act, 1944 2003-2004 Commissioner
2004-2005 of Central
Excise
Andhra Pradesh General
Sales Tax Act, 1957 2000-2001 Additional
Commissioner
of Commercial
Taxes,
Hyderabad.
Central Sales Tax Act, 1956 2006-2007 Commissioner
2008-2009 of Sales Tax
2009-2010
x. The accumulated losses of the Company did not exceed fifty percent of
its net worth as at March 31, 2014 and it has not incurred cash losses
in the financial year ended on that date and in the immediately
preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Therefore, the provisions of Clause 4(xii) of the Order are not
applicable to the Company.
xiii. As the provisions of any special statute applicable to chit
fund/nidhi/mutual benefit fund/ societies are not applicable to the
Company, the provisions of Clause 4(xiii) of the Order are not
applicable to the Company.
xiv. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv) of the Order are not applicable to the
Company.
xv. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Accordingly, the provisions of Clause 4(xv) of the Order are not
applicable to the Company.
xvi. The Company has not raised any term loans. Accordingly, the
provisions of Clause 4(xvi) of the Order are not applicable to the
Company.
xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that the no funds raised on short-term basis have been used for
long-term investment.
xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year. Accordingly, the provisions of Clause
4(xviii) of the Order are not applicable to the Company.
xix. The Company has not issued any debentures during the year and does
not have any debentures outstanding as at the beginning of the year and
at the year end. Accordingly, the provisions of Clause 4(xix) of the
Order are not applicable to the Company.
xx. The Company has not raised any money by public issues during the
year. Accordingly, the provisions of Clause 4(xx) of the Order are not
applicable to the Company.
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
material 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 Price Waterhouse
Firm Registration Number: 012754N
Chartered Accountants
Mehul Desai
Place : Mumbai Partner
Date : May 19th, 2014 Membership Number 103211
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of
Saint-Gobain Sekurit India Limited (the "Company"), which comprise the
Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss
and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information,
which we have signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s Management is responsible for the preparation of
these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company
in accordance with the Accounting Standards referred to in sub-section
(3C) of Section 211 of ''the Companies Act, 1956'' of India (the "Act").
This responsibility includes the design, implementation and maintenance
of internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement,
4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by Management, as well as evaluating the overall
presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow. Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required .by ''the Companies (Auditor''s Report) Order, 2003'', as
amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'',
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Act (hereinafter referred to as the "Order"), and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
8. As required by section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Act;
(e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of 3 years which, in our opinion, is reasonable having regard to
the size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets has been physically verified
by the Management during the year and no material discrepancies have
been noticed oh such verification.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
ii. (a) The inventory has been physically verified by the Management
during the year. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
iii. (a) The Company has not granted/taken any loans, secured or
unsecured, to companies, firms or other parties covered in the register
maintained under Section 301 of the Act. Therefore, the provisions of
Clause 4(iii) [(b), (c) and (d)/(f) and (g)] of the said Order are not
applicable to the Company.
iv. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods.
Further, on the basis of our examination of the books and records of
the Company, and according to the information and explanations given to
us, we have neither come across, nor have been informed of, any
continuing failure to correct major weaknesses in the aforesaid
internal control system.
v. (a) According to the information and explanations given to us, there
have been no contracts or arrangements that need to be entered in the
register maintained under Section 301 of the Act.
(b) In our opinion, and according to the information and explanations
given to us, there are no transactions made in pursuance of such
contracts or arrangements exceeding the value of Rupees Five Lakhs in
respect of any party during the year.
vi. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
viii. We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act, and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made
a detailed examination of the records with a view to determine whether
they are accurate or complete.
ix. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of Income tax, though there has been a slight delay in a few cases, and
is regular in depositing undisputed statutory dues, including provident
fund, wealth tax, service tax, customs duty, excise duty and other
material statutory dues, as applicable, with the appropriate
authorities.
x. The accumulated losses of the Company did not exceed fifty percent
of its net worth as at March 31, 2013 and it has not incurred cash
losses in the financial year ended on that date and in the immediately
preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Therefore, the provisions of Clause 4(xii) of the Order are not
applicable to the Company.
xiii. As the provisions of any special statute applicable to chit
fund/nidhi/mutual benefit fund/societies are not applicable to the
Company, the provisions of Clause 4(xiii) of the Order are not
applicable to the Company.
xiv. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv) of the Order are not applicable to the
Company.
xv. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Accordingly, the provisions of Clause 4(xv) of the Order are not
applicable to the Company.
xvi. The Company has not raised any term loans. Accordingly, the
provisions of Clause 4(xvi) of the Order are not applicable to the
Company.
xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that no funds raised on short-term basis have been used for long-term
investment.
xviii.The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year. Accordingly, the provisions of Clause
4(xviii) of the Order are not applicable to the Company.
xix. The Company has not issued any debentures during the year and does
not have any debentures outstanding as at the beginning of the year and
at the year end. Accordingly, the provisions of Clause 4(xix) of the
Order are not applicable to the Company.
xx. The Company has not raised any money by public issues during the
year. Accordingly, the provisions of Clause 4(xx) of the Order are not
applicable to the Company.
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
material 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 Price Waterhouse
Firm Registration
Number: 012754N
Chartered Accountants
Mehul Desai
Place : Mumbai Partner
Date : May 13th, 2013 Membership Number 103211
Mar 31, 2012
1. We have audited the attached Balance Sheet of Saint- Gobain Sekurit
India Limited (the "Company") as at March 31, 2012, and the related
Statement of Profit and Loss and Cash Flow Statement for the year ended
on that date annexed thereto, which we have signed under reference to
this report. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India in
terms of sub- section (4A) of Section 227 of The Companies Act, 1956'
of India (the Act') and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2012 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2012
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2012;
(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.
ANNEXURE TO AUDITORS' REPORT
[Referred to in paragraph [3] of the Auditors' Report of even date to
the members of Saint-Gobain Sekurit India Limited on the financial
statements as of and for the year ended March 31, 2012]
1. (a) The Company is maintaining proper records showing
full particulars, including quantitative details and situation, of
fixed assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
2. (a) The inventory has been physically verified by the Management
during the year. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
3. (a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
4. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across, nor have been
informed of, any continuing failure to correct major weaknesses in the
aforesaid internal control system.
5. According to the information and explanations given to us, there
have been no contracts or arrangements referred to in Section 301 of
the Act during the year to be entered in the register required to be
maintained under that Section. Accordingly, the question of commenting
on transactions made in pursuance of such contracts or arrangements
does not arise.
6. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
7. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
8. We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act, and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
9. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, except for
dues in respect of income tax, the Company is generally regular in
depositing undisputed statutory dues in respect of provident fund,
though there has been a slight delay in a few cases, and is regular in
depositing undisputed statutory dues, including investor education and
protection fund, sales tax, wealth tax, service tax, customs duty,
excise duty and other material statutory dues, as applicable, with the
appropriate authorities. The extent of the arrears of statutory dues
outstanding as at March 31, 2012, for a period of more than six months
from the date they became payable are as follows:
Name of Nature of Amount Period to Due Date of
the statute dues (Rs.) which the Date Payment
amount
relates
Income Tax Minimum 10,528,934 2010-11 Various Not Paid
Alternate
tax (MAT)
including
interest
thereon
Interest on 601.367 2011-12 - Not Paid
above MAT
upto
September
2011
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of sales
tax and excise duty as at March 31, 2012 which have not been deposited
on account of a dispute, are as follows:
Name of Nature of Amount Period to Forum where
the statute dues (Rs.) which the the dispute
amount is pending
relates
The Central Excise Duty 9,358,884 1989-1990 Customs,
Excise Act, and penalty 1990-1992 Excise &
1944 1999-2000 Service Tax
Appellate
Tribunal
(CESTAT)
The Central Excise Duty 12,620,169 2003-2004 Commissioner
Excise Act, 2004-2005 of Central
1944 Excise
Andhra Sales Tax 292,692 2000-2001 Additional
Pradesh Commissioner
General of Commercial
Sales Tax Taxes,
Act, 1957 Hyderabad.
Central Sales
Tax Act, 1956 Sales Tax 2,874,795 2005-06 Commissioner
of Sales Tax,
Maharashtra
10. The accumulated losses of the Company did not exceed fifty percent
of its net worth as at March 31, 2012 and it has not incurred cash
losses in the financial year ended on that date and in the immediately
preceding financial year.
11. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund/
nidhi/ mutual benefit fund/ societies are not applicable to the
Company.
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
15. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
16. The Company has not obtained any term loans.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion, and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
19. The Company has not issued any debentures during the year; and
does not have any debentures outstanding as at the year end.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any 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 Price Waterhouse
Firm Registration Number:012754N
Chartered Accountants
Mehul Desai
Place : Mumbai Partner
Date : May 18. 2012 Membership
Number 103211
Mar 31, 2011
1. We have audited the attached Balance Sheet of Saint- Gobain Sekurit
India Limited (the "Company") as at March 31,2011, and the related
Profit and Loss Account and Cash Flow Statement for the year ended on
that date annexed thereto, which we have signed under reference to this
report. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956'
of India (the 'Act') and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the
directors, as on March 31,2011 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2011
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
(ii) in the case of the Profit and Loss Account, of the 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.
ANNEXURE TO AUDITORS' REPORT
[Referred to in paragraph 3 of the Auditors' Report of even date to the
members of Saint- Gobain Sekurit India Limited on the financial
statements for the year ended March 31, 2011]
1. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
2. (a) The inventory (excluding stocks with third parties and stock in
transit) has been physically verified by the Management during the
year. In respect of inventory lying with third parties, these have
substantially been confirmed by them. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
3. (a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses in the
aforesaid internal control system.
5. According to the information and explanations given to us, there
have been no contracts or arrangements referred to in Section 301 of
the Act during the year to be entered in the register required to be
maintained under that Section. Accordingly, the question of commenting
on transactions made in pursuance of such contracts or arrangements
does not arise.
6. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
7. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
8. The Central Government of India has not prescribed the maintenance
of cost records under clause (d) of sub-section (1) of Section 209 of
the Act for any of the products of the Company.
9. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection fund,
employees' state insurance, income-tax, sales-tax, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues
as applicable with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income-tax,
wealth-tax, service-tax and customs duty, as March 31,2011 which have
not been deposited on account of any dispute. The dues in respect of
sales-tax, excise duty and cess as at March 31, 2011 which have not
been deposited on account of a dispute, are as follows:
Name of Nature of Amount in Period to Forum where
the statute the dues (Rs.) which the the dispute
amount is pending
relates
The Central Excise Duty 9,358,884 1989-90, Customs,
Excise Act, and penalty 1989-92, Excise and
1944 1999-00 Service Tax
Appellate
Tribunal
(CESTAT)
The Central Excise Duty 12,620,169 2003-04, Commissioner
Excise Act, 2004-2005 of Central
1944 Excise
Andhra Sales Tax 292,692 2000-01 Additional
Pradesh Commissioner
General of Commercial
Sales Tax Taxes,
Act, 1957 Hyderabad
10. The Company's accumulated losses as at March 31, 2011 does not
exceed fifty percent of its net worth and it has not incurred any cash
losses in the current financial year or in the immediately preceding
financial year.
11. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund/ societies are not applicable to the
Company.
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
15. In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
16. The Company has not obtained any term loans.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long- term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
19. The Company has not issued any debentures.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
For Price Waterhouse
Firm Registration Number:007568S
Chartered Accountants
Mehul Desai
Place : Mumbai Partner
Date : May 18, 2011 Membership
Number 103211
Mar 31, 2010
1. We have audited the attached Balance Sheet of Saint- Gobain Sekurit
India Limited (the "Company") as at March 31, 2010, and the related
Profit and Loss Account and Cash Flow Statement for the year ended on
that date annexed thereto, which we have signed under reference to this
report. These financial statements are the responsibility of the
Companys Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of The Companies Act, 1956
of India (the Act) and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the
directors, as on March 31,2010 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2010
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
(ii) in the case of the Profit and Loss Account, of the 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;
1. (a) The Company is maintaining proper records showing
full particulars, including quantitative details and situation, of
fixed assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
2. (a) The inventory (excluding stocks with third parties and
stock in transit) has been physically verified by the Management during
the year. In respect of inventory lying with third parlies, these have
substantially been confirmed by them. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
3. (a) The Company has not granted any loans, secured or
unsecured, to companies, firms or other parties covered in the register
maintained under Section 301 of the Act.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses in the
aforesaid internal control system.
5. According to the information and explanations given to us, there
have been no contracts or arrangements referred to in Section 301 of
the Act during the year to be entered in the register required to be
maintained under that Section. Accordingly, the question of commenting
on transactions made in pursuance of such contracts or arrangements
does not arise.
6. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
7. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
8. The Central Government of India has not prescribed the maintenance
of cost records under clause (d) of sub-section (1) of Section 209 of
the Act for any of the products of the Company.
9. (a) According to the information and explanations given
to us and the records of the Company examined by us, in our opinion,
the Company is generally regular in depositing the undisputed statutory
dues including provident fund, investor education and protection fund,
employees state insurance, income-tax, sales-tax, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues
as applicable with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income-tax,
wealth-tax, service-tax and customs duty, as March 31,2010 which have
not been deposited on account of any dispute. The dues in respect of
sales-tax, excise duty and cess as at March 31, 2010 which have not
been deposited on account of a dispute, are as follows:
Name of the
statute Nature of the dues Amount in (Rs.)
The Central Excise
Act, 1944 Excise Duty and penalty 9,358,884
The Central Excise
Act, 1944 Excise Duty 12,620,169
Andhra Pradesh
General Sales
Tax Act, 1957 Sales Tax 292,692
Name of the Period to which
Statue the amount relates Forum where the
dispute is pending
The central Excise 1989-90, 1989-92,
Act,1944 1999-00 Customs, Excise and
Service Tax Appellate
Tribunal (CESTAT)
The central Excise 2003-04, 2004-2005 Commissioner of Central
Act,1944 Excise
Andhra Pradesh
General Sales
Tax Act, 1957 2000-01 Additional Commissioner
of Commercial Taxes, Hyderabad
10. The Companys accumulated losses as at March 31, 2010 does not
exceed fifty percent of its net worth and it has not incurred any cash
losses in the current financial year or in the immediately preceding
financial period.
11. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund/ societies are not applicable to the
Company.
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
15. In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
16. In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long- term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
19. The Company has not issued any debentures.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
For Price Waterhouse
Firm Registration Number:007568S
Chartered Accountants
Mehul Desai
Partner
Membership
Number 103211
Place : Mumbai
Date : May 29, 2010