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Auditor Report of Surana Corporation Ltd.

Mar 31, 2015

We have audited the Accompanying financial statements of Surana Corporation Limited which comprise of Balance sheet as at 31st March, 2015, the Profit and loss statement and the Cash flow for the year then ended and summary of significant accounting policies and explanatory information.

Management's responsibility for the standalone financial statements

The Management is responsible for the matters stated in sec(134)(5) of Companies Act 2013 with respect to the preparation of these standalone financial statements that give a true and fair view of financial position, financial performance of the company in accordance with the accounting principles generally accepted in including the Accounting Standards specified under sec(133) of the Act read with rule 7 of companies (accounts) Rules, 2014. The respective Board of Directors of the companies are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the company and for preventing and detecting frauds and other irregularities; the 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 misstatements, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken in to 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 Sec 143(10) of the Act. Those Standards require that we comply with ethical requirement 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 auditors' judgments, 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 & fair view in order to design audit procedures that are appropriate in the circumstance, but not for the purpose of expressing an opinion on whether the Company has an adequate internal financial control systems over financial reporting in place and the operating effectiveness of such controls. 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 manner so required and give a true and fair view in conformity with the according principles generally accepted in India of the state of affairs of the Company as at March 31, 2015, its Profit /Loss and its Cash Flow for the year ended on that date.

Emphasis of Matter

The accumulated losses at the end of the financial year are more than fifty percent of its net worth. The entire net worth of the Company has eroded due to the Loss. The Company has incurred both Non cash Loss and Cash Loss during the financial year covered by our audit. The cash Loss is due to the Financial expenditure on the Loans taken. As per AS - 1, the going concern concept of the company is doubtful. However as per the Management statement all the financial loss of the company has been converted into long term loans as per the CDR package approved by the banks. Hence the company is confident of reviving its business.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report, to the extent applicable, 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 of the aforesaid financial statement.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(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 relevant books of account maintained for the purpose of preparation of the financial statements

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Company, none of the directors of the Group Companies, 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 Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) Adequate provisions have been made on pending litigations which would impact the financial position of the company.

(ii) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts.

(iii) There were no amounts which were required to be transferred to the investor Education and Protection Fund by the Company

The Annexure referred to in paragraph 1 of the our report of even date to the members of M/s Surana Corporation limited on the accounts of the Company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no materials discrepancies were noticed on such verification.

(c) During the year the company had sold 5 of its windmill assets for Rs. 5.0 Crores

2. (a) As explained to us, Inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of inventories by the management as compared to records.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently the provisions of clauses iii (a) and iii (b) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The company has not accepted and deposits hence the directives issued by Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable to the Company.

6. The central government has not specified maintenance of cost records for the company under sub – section (1) of section 148 of the Companies Act 2013.

7. (a) The Company is regular in depositing undisputed statutory dues including

Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues with the appropriate authorities except on few occasions where minor irregularities were noticed. According to the information and explanations given to us there were no outstanding statutory dues as on 31st March, 2015 for a period of more than six months from the date they became payable.

(b) The company has no dues of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty; Value added Tax or cess which has not been deposited on account of any disputes.

(i) The Company has disputed the dues of Customs duty amounting to Rs.13,539,725/- (F.Y.2005-06) and the case is pending before CESTAT Goa

(c) The Company has no amount which is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 2013.

8. The Company has defaulted in repayments of dues to a financial institution bank or debenture holders.

9. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

10. The term loan raised by Company was applied for the purpose for which it has been raised.

11. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year, nor have we been informed of such case by the management.

For C.S.P Jain & Co

Chartered Accountants

FRN No: 001227S



-Sd/-

C.S. PRITHVIRAJ JAIN

Proprietor



Membership No.: 115219

Chennai

30th May, 2015


Mar 31, 2014

We have audited the attached Balance Sheet of M/S SURANA CORPORATION LIMITED (the company''), Chennai as at 31st March 2014, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order, 2003(''the order''), as amended by the companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub section (4A) of section 227 of ''The Companies Act, 1956'' (''the Act'') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred in above paragraphs, we report that:-

a) We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

e) On the basis of written representations received from the Directors, as at 31st March 2014 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2014 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act and ;

f) In our opinion, and to the best of our information and according to the explanations given to us, they said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014.

ii) In the case of the Profit and Loss Account, of the profit of the company for the year ended on that date; and

iii) In the case of the Cash flow Statement, of the Cash flows of the Company for the year ended on that date.

The Annexure referred to in our report to the members of Surana Corporation Limited, Chennai - 14 for the year ended 31 March 2014, we report that:

1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

2.

a. According to the information & explanations given to us the company has conducted physical verification of inventory at reasonable intervals.

b. The procedures of physical verification of inventory followed by the management is 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 and no material discrepancies were noticed on physical verification.

3. According to the information & explanations given to us the company has not taken / granted any interest free unsecured loans from companies covered in the register maintained under Section 301 of the Act hence the provisions of Para 4(iii) of the Companies (Auditors Report) Order 2003 is not applicable.

4. According to information and explanations given to us and in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5.

a. In our opinion and according to the explanations and information given to us, the company is maintaining the register in pursuance of Section 301 of the Act for the transactions that need to be entered.

b. Each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public.

7. In our opinion and according to explanations and information given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. In our opinion, the Company is not required to maintain the cost accounts and records prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act 1956,

9.

a. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor education and protection fund, ESI, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, and Cess and any other statutory dues with the appropriate authorities.

b. The company has disputed the dues of Customs duty amounting to Rs 13,539,725/- and the case is pending before CESTAT.

Name of the Statute Nature of Dues Amount Period to which the amount relates Customs & Central Customs duty 13,539,725/- 2005-06 Excise Act relates to Steel division of erstwhile company since amalgamated with this company.

Name of the Statute Forum where the dispute is pending

Customs & Central Excise Act CESTAT- Goa

10. The company has neither accumulated losses at the end of the financial year nor incurred any cash losses during the year and immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution or bank.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The nature of the activities of the company does not attract any special statute applicable to the Chit Fund and Nidhi / Mutual benefit fund / Societies.

14. The company has maintained proper records of the transaction and contracts of the investments dealt in by the company and timely entries have

been made therein. The investments made by the company are held in its own name except to the extent of the exemption u/s.49 of the Act.

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16. The term loans raised by the company were applied for the purpose for which they were raised.

17. According to the explanation and information provided, the company has not utilized the short- term funds for long term investment and vice versa.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301

19. The company has not issued any debentures during the year.

20. According to information and explanations given to us, no frauds on or by the company has been noticed or reported during the year. However, a case has been registered against the company by CBI ACB, Chennai on the basis of the complaint received from MMTC Limited, Regional Office, Chennai for Rs.18.00 crores of dues payable to them. The case is under investigation. The company during previous year had fully provided for an ascertained amount of Rs.28,38,52,800/- towards the said claim of Rs.18.00 crores along with interest at the rate of 18% for a period of 3 years. During the year, as the final liability has been identified @Rs.13.86 crores by CBI in their charge-sheet, the excess provision of Rs.14.53 has been written back.

For C.S .P JAIN & CO., Chartered Accountants FRN No.001227S

C.S PRITHIVRAJ JAIN Place : Chennai Proprietor Date : 27.05.2014 Membership No. 11529


Mar 31, 2013

We have audited the attached Balance Sheet of M/S SURANA CORPORATION LIMITED(''the company''), Chennai as at 31st March 2013, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those

Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order, 2003(''the order''), as amended by the companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub section (4A) of section 227 of ''The Companies Act, 1956'' (''the Act'') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred in above paragraphs, we report that:-

a) We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and

Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance sheet, Profit and

Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

e) On the basis of written representations received from the Directors, as at 31st March 2013 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2013 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act and ;

f) In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

(I) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013.

(ii) In the case of the Profit and Loss Account, of the profit of the company for the year ended on that date; and

(iii)In the case of the Cash flow Statement, of the Cash flows of the Company for the year ended on that date.

The Annexure referred to in our report to the members of Surana Corporation Limited, Chennai – 14 for the year ended 31 March 2013, we report that:

1.

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c. During the year Windmills of Rs.30,62,46,301/- (cost) having Written Down Value of Rs.12,65,25,277/-were transferred to Subsidiary Companies for converting them under group captive scheme to augment revenues. This transfer has resulted in a Book Loss on sale of assets of Rs.7,70,25,277/- 2.

a. According to the information & explanations given to us the company has conducted physical verification of inventory at reasonable intervals.

b. The procedures of physical verification of inventory are followed by the management is 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 and no material discrepancies were noticed on physical verification.

3. According to the information & explanations given to us the company has not taken / granted any interest free unsecured loans from companies covered in the register maintained under Section 301 of the Act hence the provisions of para 4(iii) of the Companies (Auditors Report) Order 2003 is not applicable.

4. According to information and explanations given to us and in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5.

a. In our opinion and according to the explanations and information given to us, the company is maintaining the register in pursuance of Section 301 of the Act for the transactions that need to be entered.

b. Each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public.

7. In our opinion and according to explanations and information given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. In our opinion, the Company is not required to maintain the cost accounts and records prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act 1956,

9.

a. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor education and protection fund, ESI, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, and Cess and any other statutory dues with the appropriate authorities.

b. The company has disputed the dues of Customs duty amounting to Rs 13,539,725/- and the case is pending before CESTAT.

Period to Forum Name of which the where the Nature of dues Amount the Statute amount dispute is relates pending

Customs & Customs duty 13,539,725/- 2005-06 CESTAT - Central relates to Steel Goa Excise Act division of erstwhile company since amalgamated with this company.

10.The company has neither accumulated losses at the end of the financial year nor incurred any cash losses during the year and immediately preceding financial year.

11.The Company has not defaulted in repayment of dues to a financial institution or bank.

12.The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13.The nature of the activities of the company does not attract any special statute applicable to the Chit Fund and Nidhi / Mutual benefit fund / Societies.

14.The company has maintained proper records of the transaction and contracts of the investments dealt in by the company and timely entries have been made therein. The investments made by the company are held in its own name except to the extent of the exemption u/s.49 of the Act.

15.The Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16.The term loans raised by the company were applied for the purpose for which they were raised.

17.According to the explanation and information provided, the company has not utilized the short- term funds for long term investment and vice versa.

18.According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301

19.The company has not issued any debentures during the year.

20.The company has not raised any amount by way of issue of shares during the year. The company has allotted 25,00,000 shares during the year for funds received through preferential allotment in financial year 2011-2012.

21.According to information and explanations given to us, no frauds on or by the company has been noticed or reported during the year. MMTC is litigating and claiming old un-reconciled dues amounting to Rs.18.43 crores and interest thereon in various legal forums and departments. It was also instrumental in foisting a complaint with CBI (ACB), Chennai, which conducted searches and have seized accounted hypothecated stock in trade worth Rs.125 crores on 20.06.2012. Company in terms of significant accounting policy on Provisioning under Accounting Standard – 29 has prudently provided for an amount of Rs.28,38,52,800/- towards this ascertained liability.

For C.S .P JAIN & CO.,

Chartered Accountants

FRN No.001227S

Place: Chennai C.S PRITHIVRAJ JAIN

Date: 30.04.2013 Proprietor

M. No 11529


Mar 31, 2012

We have audited the attached Balance Sheet of M/S SURANA CORPORATION LIMITED('the company ), Chennai as at 31st March 2012, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003('the order'), as amended by the companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub section (4A) of section 227 of The Companies Act, 1956' ('the Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred in above paragraphs, we report that:-

a) We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance sheet, Profit and Loss Account and Cash Flow Statement dealt with by

this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

e) On the basis of written representations received from the Directors, as at 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2012 from being appointed as a Director in ' terms of clause (g) of sub-section (1) of Section 274 of the Act and ;

f) In our opinion, and to the best of our information and according to the explanations given to us, they said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012.

(ii) In the case of the Profit and Loss Account, of the profit of the company for the year ended on that date; and

(iii) In the case of the Cash flow Statement, of the Cash flows of the Company for the year ended on that date.

The Annexure referred to in our report to the members of Surana Corporation Limited, Chennai - 14 for the year ended 31 March 2012, we report that:

1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c. During the year Fixed assets of Rs.114,906,608/ -(cost) were scrapped resulting in Loss on sale of assets of Rs.54,707,114/-

2. a. According to the information & explanations given to us the company has conducted physical verification of inventory at reasonable intervals.

b. The procedures of physical verification of inventory are followed by the management is 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 and no material discrepancies were noticed on physical verification.

3. According to the information & explanations given to us the company has not taken / granted any interest free unsecured loans from companies covered in the register maintained under Section 301 of the Act hence the provisions of Para 4(iii) of the Companies (Auditors Report) Order 2003 is not applicable.

4. According to information and explanations given to us and in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5. a. In our opinion and according to the explanations and information given to us, the company is maintaining the register in pursuance of Section 301 of the Act for the transactions that need to be entered.

b. Each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public.

7. In our opinion and according to explanations and information given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. In our opinion, the Company is not required to maintain the cost accounts and records prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act 1956,

9. a. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor education and protection fund, ESI, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, and Cess and any other statutory dues with the appropriate authorities.

b. The company has disputed the claim of Customs duty amounting to Rs 13,539,725/- and the case is pending before CESTAT.

Name of Nature of dues Amount Period to Forum where the Statute which the the dispute amount is pending relates

Customs & Central

Excise Act Customs duty 13,539,725/- 2005-06 CESTAT-Goa

10. The company has neither accumulated losses at the end of the financial year nor incurred any cash losses during the year and immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution or bank.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The nature of the activities of the company does not attract any special statute applicable to the Chit Fund and Nidhi / Mutual benefit fund / Societies.

14. The company has maintained proper records of the transaction and contracts of the investments dealt in by the company and timely entries have been made therein. The investments made by the company are held in its own name except to the extent of the exemption u/s.49 of the Act.

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16. The term loans raised by the company were applied for the purpose for which they were raised.

17. According to the explanation and information provided, the company has not utilized the short- term funds for long term investment and vice versa.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301

19. The company has not issued any debentures during the year.

20. The company has raised an amount of Rs.750,000,000/- by way of Preferential Allotment during the year. The amount raised has been utilized for repayment of ICD's to the tune of Rs.522,329,636/ - and the balance has been used for "working capital purposes.

21. According to information and explanations given to us, no frauds on or by the company has been noticed or reported during the year.

For C.S .P JAIN & CO.,

Chartered Accountants

FRN NO.001227S

C.S PRITHIVRAJ JAIN

Proprietor M. No 11529

Place: Chennai

Date: 22.05.2012

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