Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of SSPDL Limited (''the Company'') which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone 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 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 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 standalone 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 standalone 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 standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 Company''s directors, as well as evaluating the overall presentation of the standalone 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 standalone 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 standalone 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 including Ind AS, of the financial position of the Company as at 31st March, 2018, and its profit including other comprehensive income, its cash flows and changes in equity for the year ended on that date.
Other Matter
The Comparative financial information of the Company for the year ended 31st March, 2017 and transition date opening balance sheet as at 01st April, 2016 included in these standalone Ind AS financial statements, are based on previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March, 2017 and 31st March, 2016 dated 15th May,2017 and 28th May, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us. Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the "Annexure-A", a statement on the matters specified in paragraphs 3 and 4 of the order.
2. As required by section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on 31st March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 "Annexure-B"; and
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements- Refer Note 26(b) to the standalone Ind AS financial statements.
ii. The Company didn''t have any long term contracts including derivative contracts for which there were any 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.
Annexure - A referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section of our report of even date
Re: SSPDL Limited (''the Company'')
i. In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) As explained to us, the management has physically verified a substantial portion of the fixed assets during the year and in our opinion frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on physical verification of fixed assets as compared to the books of account were not material and have been properly dealt with in the books of accounts.
(c) In our opinion and according to the information and explanations given to us, all the title deeds of immovable properties are held in the name of the Company.
ii. According to the information and explanations given to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to the books of account were not material and have been properly dealt with in the books of accounts.
iii. According to the information and explanations given to us, the Company has granted unsecured loans to four wholly owned subsidiaries covered in the register maintained under section 189 of the Act.
(a) The terms and conditions of grant of such loans are, in our opinion prima facie, not prejudicial to interest of the shareholders.
(b) The said loans are repayable on demand and are interest free.
(c) There are no overdue on the loans mentioned above.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.
v. According to the information and explanations given to us, the Company has not accepted deposits from the public within the meaning of Section 73 and 76 or any other relevant provisions of the Act and the rules framed there under.
vi. We have broadly reviewed the books of account and records maintained by the Company pursuant to the Rules made by the Central Government of India for the maintenance of cost records prescribed under sub-section (1) of section 148 of the Act in respect of production and processing activities of the Company and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. In respect of Statutory dues:
(a) The Company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, Goods and Service tax, customs duty, value added tax, cess and other material statutory dues applicable to it. The provisions relating to excise duty are not applicable to the Company. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding, at the year end, 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 dues outstanding of income-tax, sales-tax, service tax, value added tax and cess on account of dispute, are as follows:
Name of the Statute |
Nature of the Dues |
Amount Rs. In Lakhs |
Period to which the amount relates |
Forum where dispute is pending |
Tamil Nadu General sales Act. |
Disallowances of Input tax credit |
0.33 |
2006-07 |
Supreme court |
Tamil Nadu General Sales Act |
Disallowances of Input tax credit |
1.25 |
2007-08 |
Supreme court |
Finance Act 1994 |
Service tax demand |
7.53 |
2006-11 |
CESTAT, Chennai |
Finance Act 1994 |
Service tax demand |
0.19 |
2010-12 |
CESTAT, Chennai |
viii. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks and financial institutions. The Company did not have any debentures outstanding as at the year end.
ix. Based on the information and explanations given to us by the management, the Company has not raised any moneys by way of initial public offer or further public offer of equity shares, convertible securities and debt securities. During the year Company has taken term loan from PNB Housing Finance Ltd. and it is utilised for the purpose for which it is raised.
x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material 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 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 give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Annexure - B to the Our Report of even date on the Standalone Financial Statements of SSPDL Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of SSPDL Limited ("the Company") as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management''s 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.
Auditors'' 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 "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 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 standalone 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 standalone 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 standalone 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 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 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 A MADHUSUDANA & CO.,
Chartered Accountants
(Firm Registration No.007405S)
(G.V.S PRASAD)
Place: Hyderabad PARTNER
Date: 30/05/2018 Membeship No. 020653
Mar 31, 2016
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of SSPDL Limited (''the Company'') which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility 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
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 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016 and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid 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.
e) 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.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure-B"; and
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 27 to the financial statements.
ii. The company did not have any material foreseeable losses on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
Annexure - A referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section of our report of even date
Report on the companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act of SSPDL Limited ("the company")
Re: SSPDL Limited (''the Company'')
i. In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) As explained to us, the management has physically verified a substantial portion of the fixed assets during the year and in our opinion frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on physical verification of fixed assets as compared to the books of account were not material and have been properly dealt with in the books of accounts.
(c) In our opinion and according to the information and explanations given to us, all the title deeds of immovable properties are held in the name of the company.
ii. According to the information and explanations given to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to the books of account were not material and have been properly dealt with in the books of accounts.
iii. The Company has granted unsecured loans to four wholly owned subsidiaries and one LLP covered in the register maintained under section 189 of the Act.
(a) The terms and conditions of grant of such loans are not, prima facie, prejudicial to interest of the shareholders.
(b) The said loans are repayable on demand and are interest free.
(c) There are no overdue on the loans mentioned above.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.
v. According to the information and explanations given to us, the Company has not accepted deposits from the public within the meaning of Section 73 and 76 or any other relevant provisions of the Act and the rules framed there under.
vi. We have broadly reviewed the books of account and records maintained by the Company pursuant to the Rules made by the Central Government of India for the maintenance of cost records prescribed under sub-section (1) of section 148 of the Act in respect of maintenance of cost records of the Company and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. In respect of Statutory dues:
(a) The Company is regular in depositing with appropriate authorities, undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Service tax, Customs duty, Value added tax, Cess and other material statutory dues applicable to it. The provisions relating to excise duty are not applicable to the Company. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding, at the year end, 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 dues outstanding of Income-tax, Sales-tax, Service tax, Customs duty, Value added tax and Cess on account of dispute, are as follows:
Nature of the Statute |
Nature of the Dues |
Amount Rs. in Crores |
Period to which the amount relates |
Forum where dispute is pending |
Tamil Nadu General sales Act. |
Disallowances of Input tax credit |
0.33 |
2006-07 |
Supreme court |
Tamil Nadu General Sales Act |
Disallowances of Input tax credit |
1.25 |
2007-08 |
Supreme court |
Finance Act 1994 |
Service tax demand |
7.53 |
2006-11 |
CESTAT, Chennai |
Finance Act 1994 |
Service tax demand |
0.19 |
2010-12 |
CESTAT, Chennai |
viii. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks and financial institutions. The Company did not have any debentures outstanding as at the year end.
ix. Based on the information and explanations given to us by the management, during the year the company has not raised any moneys by way of initial public offer or further public offer or term loans. Hence reporting under Clause (ix) of the Order is not applicable.
x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material 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 Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, Clause 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 give 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.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
For KARVY & CO.
Chartered Accountants
ICAI Firm Registration No: 01757S
(K. Ajay Kumar)
Place : Hyderabad Partner
Date : 28-05-2016 Membership No. 021989
Mar 31, 2015
We have audited the accompanying standalone financial statements of
SSPDL 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 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
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 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.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, its PROFIT and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
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.
As required by section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid 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.
e) 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.
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements- Refer Note 25 to the
financial statements.
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts - Refer Note 8 to financial statements.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure referred to in paragraph 1 of report on other legal and
regulatory requirements section of our report of even date
Re: SSPDL Limited ('the Company')
i. In respect of its 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 phased program of physical verification of its
fixed assets which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. In accordance with
this program, substantial fixed assets were physically verified by
management during the year and no material discrepancies were
identified during such verification.
ii. In respect of its inventories:
(a) The management has conducted physical verification of inventory at
reasonable intervals during the year, except for inventory represented
by development rights. For inventory represented by development rights
at the year-end, written confirmations have been obtained by the
management.
(b) In our opinion and according to the information and explanations
given to us, 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) In our opinion and according to the information and explanations
given to us and on the basis of our examination of the records of
inventory, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to the books of account were not material and have been properly dealt
with in the books of accounts.
iii. According to the information and explanations given to us, the
Company has granted loans, unsecured to4wholly owned subsidiary
companies, 1 associateand other company covered in the register
maintained under section 189 of the Act. In respect of such loans:
(a) The said loans are interest free and repayable on demand and hence
there is no repayment schedule.
(b) Since the loans are repayable on demand, the question of overdue
amount does not arise.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and nature of its business with regard to
the purchase of inventory and fixed assets and also for the sale of
services. The activities of the Company do not involve sale of goods.
During the course of our audit, we have not observed any major weakness
or continuing failure to correct any major weakness in the internal
control system of the Company in respect of these areas.
v. According to the information and explanations given to us, the
Company has not accepted deposits from the public within the meaning of
Section 73 and 76 or any other relevant provisions of the Act and the
rules framed there under.
vi. We have broadly reviewed the books of account and records
maintained by the Company pursuant to the Rules made by the Central
Government of India for the maintenance of cost records prescribed
under sub-section (1) of section 148 of the Act in respect of
activities of the Company and are of the opinion that prima facie, the
prescribed accounts and records have been maintained. We have however,
not made a detailed examination of the records with a view to determine
whether they are accurate or complete.
vii. In respect of Statutory dues:
(a) The Company is regular in depositing with appropriate authorities,
undisputed statutory dues including provident fund, employees' state
insurance, income-tax, sales-tax, wealth tax, service tax, value added
tax, cess and other material statutory dues applicable to it. Having
regard to the nature of the Company's business/activities/ results,
statutory dues in respect of customs duty and duty of excise are not
applicable to the Company. According to the information and
explanations given to us, no undisputed amounts payable in respect of
such statutory dues were outstanding, at the year end, 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 dues
outstanding of income-tax, sales-tax, wealth tax, service tax, customs
duty, value added tax and cess on account of dispute, in the Company
are as follows:
Name of the Statute Nature of Due Amount Period to which
(Rs, In Crores) amount relates
to
Tamil Nadu General Disallowances
of Input 0.33 2006-2007
Sales Tax Act. Tax Credit
Tamil Nadu General Disallowances
of Input 1.25 2007-2008
Sales Tax Act. Tax Credit
Finance Act 1994 Service Tax
demand 7.53 2006-2011
Finance Act 1994 Service Tax
demand 0.19 2010-2012
Name of the Statute Forum where dispute
is pending
Tamil Nadu General Supreme Court
Sales Tax Act.
Tamil Nadu General Supreme Court
Sales Tax Act.
Finance Act 1994 CESTAT, Chennai
Finance Act 1994 CESTAT, Chennai
(c) According to the information and explanations given to us, the
amount required to be transferred to investor education and protection
fund in accordance with the relevant provisions of the Companies Act,
1956 (1 of 1956) and rules made there under has been transferred to
such fund within time.
viii. The Company does not have any accumulated losses at the end of
the financial year.The Company has not incurred cash losses during the
current financial year covered by the audit. However, the Company has
incurred cash losses amounting to Rs, 7.77crores in the immediately
preceding financial year.
ix. Based on our audit procedures and on the basis of information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks.The Company
has not taken any loans from financial institutions and has not issued
debentures during the year.
x. According to the information and explanations given to us, the
Company has given guarantee for loans taken by its wholly owned
subsidiary companies from banks, the terms and conditions whereof, in
our opinion, are not prima-facie prejudicial to the interest of the
Company.
xi. The Company did not have any term loans outstanding during the
year.
xii. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year. Based upon the audit procedures performed for
the purpose of reporting the true and fair view of the financial
statements and as per the information and explanations given by the
management, we report that no fraud on or by the Company has been
noticed or reported during the year.
For KARVY & CO.,
Chartered Accountants
Firm Registration Number: 001757S
K.AJAY KUMAR
Place: Hyderabad PARTNER
Date : 30.05.2015 Membership No. 021989
Mar 31, 2014
We have audited the accompanying financial statements of SSPDL Limited
("the Company") which comprise the Balance Sheet as at March 31, 2014,
and 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 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 accepted in India, including Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 ("the Act") read with the General Circular 15/2013
dated 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.
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 Company''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
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 financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India.
(a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014.
(b) In the case of the Statement of Profit and Loss, of the Loss 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
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
c. the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d. in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of 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; and
e. on the basis of written representations received from the directors
as on March 31, 2014 and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014 from being
appointed as a director in terms of Clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
The Annexure referred to in our report to the members of SSPDL Limited
(''the Company'') for the year ended March 31, 2014. We report that.
i. In respect of its 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 phased program of physical verification of its
fixed assets which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. In accordance with
this program, substantial fixed assets were physically verified by
management during the year and no material discrepancies were
identified during such verification.
(c) In our opinion, fixed assets disposed off during the year were not
substantial and therefore do not affect the going concern assumption.
ii. In respect of its inventories
(a) The inventories have been physically verified during the year by
the management. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us and on the basis of our examination of the records of
inventory, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to the books of account were not material and have been properly dealt
with in the books of accounts.
iii. In respect of loans granted by the Company
(a) The Company has granted loans to companies covered in the register
maintained under Section 301 of the Companies Act, 1 956. The maximum
amount outstanding during the year is Rs. 2,696.57 lakhs and the year
end balances is Rs. 2,057.35 lakhs.
(b) In our opinion and according to the information and explanations
given to us, the aforesaid loans are interest free and other terms and
conditions are not prima facie prejudicial to the interest of the
Company.
(c) The said loans are repayable on demand and hence no repayment
schedule
(d) Since the loans are repayable on demand, the question of overdue
amount does not arise.
In respect of loans taken by the Company;
(e) The Company has taken unsecured loans from one company and one
individual covered in the register maintained under Section 301 of the
Companies Act, 1956. The maximum amount outstanding during the year is
Rs. 1,835.40 lakhs and the year end balances is Rs. 930.19 lakhs.
(f) In our opinion and according to the information and explanations
given to us, the interest rate and other terms and conditions are not
prima facie prejudicial to the interest of the Company.
(g) The said loans are repayable on demand and hence no repayment
schedule
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and nature of its business with regard to
the purchase of inventory and fixed assets and also for the sale of
goods and services. During the course of our audit, no major weakness
has been noticed in the internal controls.
v. According to the information and explanations given to us, contracts
or arrangements which need to be entered, during the period, in the
register to be maintained under Section 301 of the Companies Act, 1956
have been so entered.
vi. The Company has not accepted deposits from the public within the
meaning of Section 58A and 58AA of the Companies Act, 1956 and the
rules framed there under.
vii. In our opinion, the Company has an internal audit system
commensurate with the size and the nature of its business.
viii. We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government of India
for the maintenance of cost records prescribed under Clause (d) of
sub-section (1) of Section 209 of the Companies Act, 1956 in respect of
the financial year ended March 31, 2014 and are of the opinion that
prima facie, the prescribed accounts and records have been maintained.
However,we have not made a detailed examination of the records.
ix. In respect of Statutory dues:
(a) According to the books and records as produced and examined by us
and also based on the Management representations, it was found that
there were no undisputed statutory dues in respect of Provident Fund,
Investor Education and Protection Fund, Employees'' State Insurance,
Income tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and
other statutory dues to the extent applicable to be deposited with the
appropriate authorities during the year. According to the information
and explanations given to us, no undisputed amounts payable in respect
of the above were in arrears as at March 31, 2014 for a period of more
than six months from the date on which they became payable.
(b) According to the information and explanation given to us the
following amounts have not been deposited with the appropriate
authorities on account of dispute.
Name of the Statute Nature of Due Amount
(Rs. In Crores)
Tamilnadu General Disallowances of Input 0.33
Sales Tax Act. Tax Credit
Finance Act 1994 Service Tax demand 3.95
Finance Act 1994 Service Tax demand 0.023
Name of the Statute Period to which Forum where dispute is
amount relates to pending
Tamilnadu General 2006-2007 Supreme Court
Sales Tax Act,
Financle Act 1994 2006-2011 CESTAT, Chennai
Finacle Act 1994 2011-12 CESTAT, Chennai
x. The Company does not have accumulated losses at the end of the
financial year. However, the Company has incurred cash losses amounting
to Rs. 777.09 lakhs during the financial year covered by audit and Rs.
1,313.57 lakhs in the immediately preceding financial year.
xi. Based on our audit procedures and on the basis of information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks and
financial institutions. The Company did not have any debentures
outstanding as at the Balance Sheet date.
xii. According to the information and explanations given 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.
Accordingly, Clause 4 (xii) of the Order is not applicable to the
Company.
xiii. In our opinion, the Company is not a Chit fund or a Nidhi/ Mutual
Benefit fund/ Society. Accordingly, Clause 4 (xiii) of the Order is 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,
Clause 4 (xiv) of the Order is not applicable to the Company.
xv. According to the information and explanations given to us, the
Company has given corporate guarantee for loans taken by wholly owned
subsidiaries from banks. The terms and conditions of the guarantee are
not prejudicial to the interest of the Company.
xvi. In our opinion, and according to the information and explanations
given to us, the term loans have been applied, on an overall basis, for
the purposes for which they were obtained.
xvii. According to the information and explanations given to us and
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 to
parties and companies covered in the register maintained under Section
301 of the Act, during the period.
xix. According to the information and explanations given to us and the
records examined by us, no debentures were issued by the Company.
Accordingly, Clause 4 (xix) of the Order is not applicable to the
Company.
xx. The Company has not raised any money by public issues during the
year.
xxi. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.
For KARVY & CO.
Chartered Accountants
Firm Registration Number: 001757S
K. AJAY KUMAR
Place : Hyderabad Partner
Date : May 10, 2014 Membership No. 021989
Mar 31, 2012
1. We have audited the attached Balance Sheet of M/s. SSPDL Ltd ("the
Company") as at 31st March, 2012 and also the Profit & Loss Account and
the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with 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 statements
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 Audit (Auditor's Report) (Amendment) Order,
2004 ("Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we annex
hereto a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
4. Further to our comments in the annexure referred to above, we state
that:
(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, the company has kept proper books of accounts as
required by Law so far as appears from our examination of those books.
(iii) The Balance Sheet, Profit & Loss account and Cash Flow statement
dealt with by this report are in agreement with the books of account.
(iv) In our opinion, the Balance Sheet, Profit & 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
Companies Act, 1956, to the extent applicable.
(v) On the basis of written representation received from the directors
of the company as at March 31, 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 under
Clause (g) of sub-section (1) of section 274 of the Companies Act,
1956.
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
notes thereon gives 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 case of Balance Sheet, of the state of affairs of the Company as
at 31st March, 2012.
(b) In case of Profit & Loss account, of the LOSS of the company for
the year ended on that date.
And
(c) In case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDIT REPORT OF EVEN DATE TO
THE MEMBERS OF M/S. SSPDL LIMITED FOR THE YEAR ENDED 31 ST MARCH, 2012.
i. In respect of its fixed assets:
a) The company has maintained proper records to show full particulars
including quantitative details and situation of the fixed assets.
b) The company has a phased programme of physical verification of its
fixed assets which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. In accordance with
this programme, substantial fixed assets were physically verified by
management during the year and no material discrepancies were
identified during such verification.
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. In respect of its inventories:
a) As explained to us, inventories have been physically verified during
the year by the management. In our opinion, the frequency of
verification is reasonable.
b) In our opinion, the procedures of physical verification of stocks
followed by the Management and the frequency of verification 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, the
discrepancies noticed between the physical inventory and book stocks
were not material.
iii. In respect of the loans, secured or unsecured, granted or taken by
the company to / from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
a) The company has granted loans to three subsidiaries and four
associates of the company. In respect of the said loans, the maximum
amount outstanding at any time during the year is Rs. 23.69 and the year
end balance is Rs. 23.69 Crores.
b) In our opinion and according to the information and explanation
given to us, the said loans are interest free and other terms and
conditions of the loans, are not prima facie prejudicial to the
interest of the company.
c) The outstanding amounts are repayable on demand and there is no
repayment schedule.
d) In respect of the said loans, the same are repayable on demand and
therefore the question of overdue does not arise.
e) According to the information and explanations given to us, the
company has taken unsecured loans from parties covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount outstanding at any time during the year is Rs. 14.90 Crores and
the year-end balance is Rs. 14.90 Crores.
f) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions are
not prima facie prejudicial to the interest of the company.
g) The said loan is repayable on demand and there is no repayment
schedule.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and nature of business with
regard to the purchase of inventories and fixed assets and with regard
to sale of goods and services. In our opinion and according to the
information and explanations given to us, there is no continuing
failure to correct major weaknesses in internal controls.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a) In our opinion and according to the information and explanations
given to us, the transactions 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 and explanations
given to us, the transactions made in pursuance of contracts or
arrangements, entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect
of each party have been made at prices which appears reasonable as per
information available with the company.
vi. According to information and explanations given to us, the company
has not accepted any deposits from the public within the meaning of
Section 58A and 58AA or any other relevant provisions of the Act.
Accordingly, clause 4(vi) of the Order is not applicable.
vii. In our opinion the company has an internal audit system
commensurate with size and nature 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. According to the books and records as produced and examined by
us in and also based on management representations, undisputed
statutory dues in respect of Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income Tax, Wealth Tax,
Sales Tax, Service tax, Custom duty, Excise duty and Cess and other
material statutory dues, to the extent applicable, have been regularly
deposited during the year with appropriate authorities. According to
the information and explanation given to us, no undisputed amounts
payable in respect of the above are in arrears as at the year end for a
period of more than six months from the date on which they become
payable.
b. According to the information and explanation given to us the
following amounts have not been deposited with the appropriate
authorities on account of dispute:
Name of the
Statute Nature of Due Amount Period to
which Forum where
dispute is
(Rs.In
Crores) amount
relates to pending
Tamilnadu
General Disallowances of
Input 0.33 2006-2007 Commercial
Tax Officer,
Sales Tax
Act. Tax Credit Chennai
Finance
Act 1994 Service Tax demand 3.76 2006-2010 The
commiss
ioner of
service Tax,
Chennai
Finance
Act 1994 Service Tax demand 0.023 2011-12 Decided
to appeal
before
Appellate
Tribunal,
Hyderabad
x. The company does not have accumulated losses at the end of the
year. However, the company has incurred cash losses amounting to Rs. 6
crores during the financial year covered by audit. There was no cash
loss in the immediately preceding financial year.
xi. Based on our audit procedures and on the basis of information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks. The
company has not taken any loans from financial institutions.
xii. In our opinion and according to information and explanations given
to us and as per verification of records, the company has not granted
any loans or advances on the basis of security by way of pledge of
shares, debentures and other securities. Accordingly, clause 4(xii) of
the Order is not applicable.
xiii. In our opinion, the company is not a Chit fund / Nidhi Mutual
benefit fund / societies / NBFC. Accordingly, clause 4(xiii) of the
Order is not applicable.
xiv. The Company has not dealt or traded in shares, securities,
debentures and other investments. Accordingly, clause 4(xiv) of the
Order is not applicable.
xv. In our opinion and as per information and explanations given to
us, the company has not given any guarantee for loans taken by others
from banks and financial institutions during the year.
xvi. To the best of our knowledge and belief and according to the
information and explanations given to us, no term loans were taken by
the company during the year. Accordingly, Clause 4(xvi) of the order is
not applicable.
xvii. According to the information and explanation given to us and on
an overall examination of the balance sheet of the company, we are of
the opinion 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 the parties covered in the register maintained under Section 301 of
the Companies Act, 1956 during the year. Accordingly clause 4 (xviii)
of the Order is not applicable.
xix. The company during the year has not issued any debentures.
Accordingly, clause 4(xix) of the Order is not applicable.
xx. The company has not raised any money from the public by issue of
shares during the year.
xxi. According to the information and explanations given to us and on
the basis of examination of records, no fraud on or by the company was
noticed or reported during the year.
For KARVY & CO.,
Chartered Accountants
(Registration No: 001757S)
(K.AJAY KUMAR)
Place : Hyderabad PARTNER
Date : 26.05.2012 M. No.: 021989
Mar 31, 2011
1. We have audited the attached Balance Sheet of M/s. SSPDL Ltd ("the
Company") as at 31st March, 2011 and also the Profit & Loss Account and
the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with 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 statements
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 Audit (Auditor's Report) (Amendment) Order,
2004 ("Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we annex
hereto a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
4. Further to our comments in the annexure referred to above, we state
that:
(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, the company has kept proper books of accounts as
required by Law so far as appears from our examination of those books.
(iii) The Balance Sheet, Profit & Loss account and Cash Flow statement
dealt with by this report are in agreement with the books of account.
(iv) In our opinion, the Balance Sheet, Profit & 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
Companies Act, 1956, to the extent applicable.
(v) On the basis of written representation received from the directors
of the company as at March 31, 2011 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31st March, 2011 from being appointed as a Director in terms of under
Clause (g) of sub-section (1) of section 274 of the Companies Act,
1956.
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
notes thereon gives 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 case of Balance Sheet, of the state of affairs of the Company as
at 31st March, 2011.
(b) In case of Profit & Loss account, of the PROFIT of the company for
the year ended on that date.
And
(c) In case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDIT REPORT OF EVEN DATE TO
THE MEMBERS OF M/S. SSPDL LIMITED FOR THE YEAR ENDED 31ST MARCH, 2011.
i. In respect of its fixed assets:
a) The company has maintained proper records to show full particulars
including quantitative details and situation of the fixed assets.
b) The company has a phased programme of physical verification of its
fixed assets which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. In accordance with
this programme, substantial fixed assets were physically verified by
management during the year and no material discrepancies were
identified during such verification.
c) According to the information and explanations given to us, the
company has sold major portion of its fixed assets to one of its
subsidiary companies. However, this transaction has got no impact on
the going concern status of the company.
ii. In respect of its inventories:
a) As explained to us, inventories have been physically verified during
the year by the management. In our opinion, the frequency of
verification is reasonable.
b) In our opinion, the procedures of physical verification of stocks
followed by the Management and the frequency of verification 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, the
discrepancies noticed between the physical inventory and book stocks
were not material.
iii. In respect of the loans, secured or unsecured, granted or taken by
the company to / from companies, firms or other parties covered in the
register maintained under Section 301 of the companies act, 1956:
a) The company has granted loans to eight subsidiaries of the company.
In respect of the said loans, the maximum amount outstanding at any
time during the year is Rs. 18.54 And the year end balance is Rs. 18.45
Crores.
b) In our opinion and according to the information and explanation
given to us, the said loans are interest free and other terms and
conditions of the loans are not prima facie prejudicial to the interest
of the company.
c) The outstanding amounts are repayable on demand and there is no
repayment schedule.
d) In respect of the said loans, the same are repayable on demand and
therefore the question of overdue does not arise.
e) According to the information and explanations given to us, the
company has taken unsecured loans from parties covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount outstanding at any time during the year is Rs. 16.23 Crores and
the year-end balance is Rs. 14.03 Crores.
f) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions are
not prima facie prejudicial to the interest of the company.
g) The said loan is repayable on demand and there is no repayment
schedule.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and nature of business with
regard to the purchase of inventories and fixed assets and with regard
to sale of goods and services. In our opinion and according to the
information and explanations given to us, there is no continuing
failure to correct major weaknesses in internal controls.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a) In our opinion and according to the information and explanations
given to us, the transactions 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 and explanations
given to us, the transactions made in pursuance of contracts or
arrangements, entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5.00 lakhs in
respect of each party have been made at prices which appears reasonable
as per information available with the company.
vi. According to information and explanations given to us, the company
has not accepted any deposits from the public within the meaning of
Section 58A and 58AA or any other relevant provisions of the Act.
Accordingly, clause 4(vi) of the Order is not applicable.
vii. In our opinion the company has an internal audit system
commensurate with size and nature of its business.
viii. In respect of this company, maintenance of cost records has not
been prescribed by the Central Government under Section 209 (1) (d) of
the Companies Act, 1956. Accordingly, clause 4(viii) of the Order is
not applicable.
ix. a) According to the books and records as produced and examined by
us in and also based on management representations, undisputed
statutory dues in respect of Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income Tax, Wealth Tax,
Sales Tax, Service tax, Custom duty, Excise duty and Cess and other
material statutory dues, to the extent applicable, have been regularly
deposited during the year with appropriate authorities. According to
the information and explanation given to us, no undisputed amounts
payable in respect of the above are in arrears as at the year end for a
period of more than six months from the date on which they become
payable.
b) According to the information and explanation given to us the
following amounts have not been deposited with the appropriate
authorities on account of dispute:
Name of the Statute Nature of Due Amount Period to which Forum where
dispute is
(Rs. In
Crores) amount relates pending
Tamilnadu General Sales tax on
inter-state 0.03 2002-2003 Appellate
Tribunal
Sales Tax Act. purchase of
goods
Tamilnadu General Disallowances
of Input 0.33 2006-2007 Commercial
Tax Officer,
Sales Tax Act. Tax Credit Chennai
Income Tax Act, 1961 Income Tax 5.15 2008-2009 CIT
(Appeals)-IV,
Hyderabad
x. The company does not have any accumulated losses at the end of the
year. Also, the company has not incurred any cash losses during the
financial year covered by audit. However, the company has incurred cash
loss amounting to Rs. 4.00 crores during the immediate preceding
financial year.
xi Based on our audit procedures and on the basis of information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks. The
company has not taken any loans from financial institutions.
xii. In our opinion and according to information and explanations given
to us and as per verification of records, the company has not granted
any loans or advances on the basis of security by way of pledge of
shares, debentures and other securities. Accordingly, clause 4(xii) of
the Order is not applicable.
xiii. In our opinion, the company is not a Chit fund / Nidhi Mutual
benefit fund / societies / NBFC. Accordingly, clause 4(xiii) of the
Order is not applicable.
xiv. The Company has not dealt or traded in shares, securities,
debentures and other investments. Accordingly, clause 4(xiv) of the
Order is not applicable.
xv. As per information and explanations given to us, the company has
not given any guarantee for loans taken by others from banks and
financial institutions during the year.
xvi. To the best of our knowledge and belief and according to the
information and explanations given to us, no term loans were taken by
the company during the year. Accordingly, Clause 4 (xvi) of the order
is not applicable.
xvii. According to the information and explanation given to us and on
an overall examination of the balance sheet of the company, we are of
the opinion 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
the parties covered in the register maintained under Section 301 of the
Companies Act, 1956 during the year. Accordingly clause 4 (xviii) of
the Order is not applicable.
xix. The company during the year has not issued any debentures.
Accordingly, clause 4(xix) of the Order is not applicable.
xx. The company has not raised any money from the public by issue of
shares during the year.
xxi. According to the information and explanations given to us and on
the basis of examination of records, no fraud on or by the company was
noticed or reported during the year.
For KARVY & CO.,
Chartered Accountants
(Registration No: 001757S)
(K.AJAY KUMAR)
Place : Hyderabad Partner
Date : 13.08.2011 M. No.: M. No. 021989
Mar 31, 2010
1. We have audited the attached Balance Sheet of M/s. SSPDL Ltd ("the
Company") as at 31st March, 2010 and also the Profit & Loss Account and
the Cash Flow Statement for the year ended on that date annexed
thereto. 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 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 statements
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 Audit (Auditors Report) (Amendment) Order,
2004 ("Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we annex
hereto a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
4. Further to our comments in the annexure referred to above, we state
that:
(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, the company has kept proper books of accounts as
required by Law so far as appears from our examination of those books.
(iii) The Balance Sheet, Profit & Loss account and Cash Flow statement
dealt with by this report are in agreement with the books of account.
(iv) In our opinion, the Balance Sheet, Profit & 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
Companies Act, 1956, to the extent applicable.
(v) On the basis of written representation received from the directors
of the company as at March 31, 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 under
Clause (g) of sub-section (1) of section 274 of the Companies Act,
1956.
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
notes thereon gives 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 case of Balance Sheet, of the state of affairs of the Company as
at 31st March 2010.
(b) In case of Profit & Loss account, of the LOSS of the company for
the year ended on that date. And
(c) In case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDIT REPORT OF EVEN DATE TO
THE MEMBERS OF M/S. SSPDL LIMITED FOR THE YEAR ENDED 31ST MARCH, 2010.
i. In respect of its fixed assets:
a) The company has maintained proper records to show full particulars
including quantitative details and situation of the fixed assets.
b) The company has a phased programme of physical verification of its
fixed assets which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. In accordance with
this programme, substantial fixed assets were physically verified by
management during the year and no material discrepancies were
identified during such verification.
c) As explained to us, 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. In respect of its inventories:
a) As explained to us, inventories have been physically verified during
the year by the management. In our opinion, the frequency of
verification is reasonable.
b) In our opinion, the procedures of physical verification of stocks
followed by the Management and the frequency of verification 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, the
discrepancies noticed between the physical inventory and book stocks
were not material.
iii. In respect of the loans, secured or unsecured, granted or taken by
the company to / from companies, firms or other parties covered in the
register maintained under Section 301 of the companies act, 1956:
a) The company has granted loans to seven wholly owned subsidiaries of
the company. In respect of the said loans, the maximum amount
outstanding at any time during the year is Rs. 17.13 Crores and the
year end balance is Rs. 17.13 Crores.
b) In our opinion and according to the information and explanation
given to us , the said loan is interest free and other terms and
conditions of the loans given by the company, are not prima facie
prejudicial to the interest of the company.
c) The outstanding amounts are repayable on demand and there is no
repayment schedule.
d) In respect of the said loans, the same are repayable on demand and
therefore the question of overdue does not arise.
e) According to the information and explanations given to us, the
company has taken an unsecured loans from parties covered in the
register maintained under section
301 of the Companies Act, 1956. The maximum amount outstanding at any
time during the year is Rs. 17.25 Crores and the year-end balance is
Rs. 16.23 Crores.
f) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions are
not prima facie prejudicial to the interest of the company.
g) The said loan is repayable on demand and there is no repayment
schedule.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and nature of business with
regard to the purchase of inventories and fixed assets and with regard
to sale of goods and services. In our opinion and according to the
information and explanations given to us, there is no continuing
failure to correct major weaknesses in internal controls.
v. In respect of the contracts or arrangements refereed to in Section
301 of the Companies Act, 1956:
a) In our opinion and according to the information and explanations
given to us, the transactions 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 and explanations
given to us, the transactions made in pursuance of contracts or
arrangements, entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5.00 lakhs in
respect of each party have been made at prices which appears reasonable
as pre information available with the company.
vi. According to information and explanations given to us, the company
has not accepted any deposits from the public within the meaning of
Section 58A and 58AA or any other relevant provisions of the Act.
Accordingly, clause 4(vi) of the Order is not applicable.
vii. In our opinion the company has an internal audit system
commensurate with size and nature of its business.
viii. In respect of this company, maintenance of cost records has not
been prescribed by the Central Government under Section 209 (1) (d) of
the Companies Act, 1956. Accordingly, clause 4(viii) of the Order is
not applicable.
ix. a. According to the books and records as produced and examined by
us in and also based on management representations, undisputed
statutory dues in respect of Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income Tax, Wealth Tax,
Sales Tax, Service tax, Custom duty, Excise duty and Cess and other
material statutory dues, to the extent applicable, have been regularly
deposited during the year with appropriate authorities. According to
the information and explanation given to us, no undisputed amounts
payable in respect of the above are in arrears as at the year end for a
period of more than six months from the date on which they become
payable.
b) According to the information and explanation given to us the
following amounts have not been deposited with the appropriate
authorities on account of dispute:
Name of
the Statute Nature of Due Amount Period to which Forum where
dispute is
Rs. amount relates pending
Tamilnadu
General Sales tax on
inter-state 3,20,340 2002-03 Appellate
Tribunal
Sales Tax
Act. purchase of goods
Tamilnadu
General Disallowances
of Input 32,96,101/- 2006-2007 Commercial
Tax Officer,
Sales Tax Act. Tax Credit Chennai
x. The company does not have any accumulated losses at the end of the
year. The company has incurred cash losses amounting to Rs.
4,00,27,540/- during the financial year covered by audit and Rs.
6,20,33,805/- cash losses reported in the immediately preceding
financial year.
xi. Based on our audit procedures and on the basis of information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks. The
company has not taken any loans from financial institutions.
xii. In our opinion and according to information and explanations given
to us and as per verification of records, the company has not granted
any loans or advances on the basis of security by way of pledge of
shares, debentures and other securities. Accordingly, clause 4(xii) of
the Order is not applicable.
xiii. In our opinion, the company is not a Chit fund / Nidhi Mutual
benefit fund / societies / NBFC. Accordingly, clause 4(xiii) of the
Order is not applicable.
xiv. The Company has not dealt or traded in shares, securities,
debentures and other investments. Accordingly, clause 4(xiv) of the
Order is not applicable.
xv. As per information and explanations given to us, the company has
not given any guarantee for loans taken by others from banks and
financial institutions during the year.
xvi. To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
company during the year were prima-facie applied for the purposes 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 are of
the opinion 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
the parties covered in the register maintained under Section 301 of the
Companies Act, 1956 during the year. Accordingly clause 4 (xviii) of
the Order is not applicable.
xix. The company during the year has not issued any debentures.
Accordingly, clause 4(xix) of the Order is not applicable.
xx. The company has not raised any money from the public by issue of
shares during the year.
xxi. According to the information and explanations given to us and on
the basis of examination of records, no fraud on or by the company was
noticed or reported during the year.
For KARVY & CO.,
Chartered Accountants
(Registration No: 001757S)
(K.AJAY KUMAR)
Place :Hyderabad Partner
Date :12.08.2010 M. No.: M. No. 21989