Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Taneja Aerospace & Aviation Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
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 the 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 auditorâs 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 Companyâs preparation of the standalone IndAS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the 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 IndAS 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 the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Emphasis of Matters
We draw attention to the following matter in the Note 48 to the standalone IndAS financial statements:
a) The Company had carried on the demerged charter business and activities including banking transactions, statutory compliances and all other commercial activities relating to the demerged charter business for and on account of and in trust for TAAL Enterprises Limited until the time TAAL Enterprises Limited obtains the requisite statutory licences for carrying on the demerged charter business. However, the accounting entries pertaining to the demerged charter business are accounted in the books of account of TAAL Enterprises Limited.
The said matter was stated as an Emphasis of Matter in our Statutory Audit Report dated May 30, 2017 for the year ended March 31, 2017 as well as in our Statutory Audit Report dated May 30, 2016 for the year ended March 31, 2016.
Our opinion is not modified in respect of this matter.
Other Matter
The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening Balance Sheet as at 1st April, 2016 included in these standalone Ind AS financial statements are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 for the year ended 31st March, 2017 and 31st March, 2016 on which we issued an unmodified audit opinion vide our reports dated May 30th, 2017 and May 30th, 2016 respectively 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 also been audited by us.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. 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, the Statement of Cash Flow 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the 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 âAnnexure Aâ
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note XX to the standalone Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of sub-section 11 of section 143 of the Act, we give in the âAnnexure Bâ, a statement on the matters specified in paragraphs 3 and 4 of the Order.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Taneja Aerospace & Aviation Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the âGuidance Noteâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit conducted in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls.
Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over financial reporting of the Company.
Meaning of Internal Financial Controls over Financial Reporting
A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Disclaimer of Opinion
The system of internal financial controls over financial reporting with regard to the Company were not made available to us to enable us to determine if the Company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2018.
We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company, and the disclaimer does not affect our opinion on the financial statements of the Company.
i. (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) All the fixed assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on verification between the physical stocks and the book records.
iii. The Company has granted loans, secured or unsecured to two Companies covered in the register maintained under section 189 of the Act.
(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the rate of interest and other terms and conditions on which the loans have been granted to the Company listed in the register maintained under Section 189 of the Act are not, prima facie, prejudicial to the interest of the Company.
(b) In case of the loans granted to the Company listed in the register maintained under section 189 of the Act, schedule of repayment of principal and payment of interest have not been stipulated. In the absence of stipulation of repayment terms are unable to comment on the regularity of repayment of principal and payment of interest.
(c) There are no amounts overdue for more than ninety days in respect of the loan granted to Company listed in the register maintained under section 189 of the Act.
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, in respect of loans, investments, guarantees and security made.
v. In our opinion and according to the information and explanations given to us, there are no amounts outstanding which are in the nature of deposits as on March 31, 2018 and the Company has not accepted any deposits during the year.
vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant as specified by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have not been regularly deposited with the appropriate authorities and there has been a delay in few cases.
According to the information and explanation given to us, no undisputed amounts are payable in respect of provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues which were applicable to the Company were in arrears, as at March 31, 2018 for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us and examination of records of the Company, the outstanding dues of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues on account of any dispute, are as follows:
Name of the statute |
Nature of dues |
Amount Rs. In Lakhs |
Period to which the amount relates |
Forum where dispute is pending |
Customs Act, 1962 |
Customs Duty |
622.67 |
F.Y. 2007-08 |
CESTAT |
Finance Act, 1994 |
Service tax |
80.24* |
F.Y. 2005-06 to 2009-10 |
CESTAT |
Central Excise Act, 1944 |
Excise Duty |
23.73 |
F.Y. 2012-13 |
CESTAT |
Central Excise Act, 1944 |
Excise Duty |
53.19* |
F.Y. 2013-14 & F.Y. 2014-15 |
CESTAT |
Central Excise Act, 1944 |
Excise Duty |
80.24 |
F.Y. 2008-09 to F.Y. 2011-12 |
CESTAT |
Finance Act, 1994 |
Service tax |
124.37 |
F.Y. 2008-09 to F.Y. 2012-13 |
CESTAT |
Central Excise Act, 1944 |
Excise Duty |
2.56* |
F.Y. 2016-17 |
Adjudicating Authority |
Central Excise Act, 1944 |
Excise Duty |
61.26* |
F.Y. 2011-12 & F.Y. 2012-13 |
Commissioner Appeals |
*Net of amount paid under protest
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institution, bank or debenture holders.
ix. In our opinion, according to the information and explanations provided to us, money raised by way of term loans during the year have been applied for the purpose for which they were raised. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.
x. During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees.
xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V 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, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.
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, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.
xvi. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.
For MSKA & Associates
(Formerly known as MZSK & Associates)
Chartered Accountants
ICAI Firm Registration No. 105047W
Sd/-
Deepak Rao
Place : Bengaluru Partner
Date : May 29, 2018 Membership No. 113292
Mar 31, 2016
Independent Auditorâs Report
To the Members of Taneja Aerospace and Aviation Limited Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Taneja Aerospace and Aviation Limited ( Company), which comprises the Balance Sheet as atst3March. 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for matters stated in Section 34(5) of the Companies Act, 2 (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 accounting principles generally accepted India, including the Accounting Standards specified under Section 33 of the Act, read with Rule 7 of the Companies (Account Rules, 204. This responsibility also includes maintenance adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company a preventing and detecting frauds and other irregularities; select and application of appropriate accounting policies; make judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate inter financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relive'' to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from m misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these stand financial statements based on our audit.
We have taken into account the provisions of the Act, accounting and auditing standards and matters which are reqi to be included in the audit report under the provisions of the and the Rules made there under.
We conducted our audit in accordance with the Standard Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirement plan and perform the audit to obtain reasonable assurance a whether the standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evade about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the audit judgment, including the assessment of the risks of mat misstatement of the standalone financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
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 in 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 3st March, 206, and its loss and its f cash flows for the year ended on that date.
We draw attention to Note no 13 to the standalone financial and statements which states that the Company has an outstanding MAT Credit Entitlement of Rs. 46.38 Lakhs as on March 31 206 (Previous Year Rs. 34.69 Lakhs). Based on future and objections, the management is of the view that the MAT Credit Entitlement will be utilized within the time limit prescribed as per ate provisions of Income Tax Act, 961 However, we are unable to comment on the above projections and the recoverability thereon.
Our opinion is not qualified in respect of this matter. one
This matter was also emphasised in the report of the predecessor auditors on the standalone financial statements for the year ended 13*â March, 205.
Matter
The standalone financial statements of the Company for the year ended 31st March, 20)5, were audited by another auditor. They had qualified their report dated August 14, 2015 with respect to:
and Certain advertisement and travelling expenses being out reimbursement to a group company for which no evidence/ supporting is provided.;
b. Recoverability of the inter corporate deposit and trade receivable from Light Technologies Private Limited (a related party);
id Impact of the Scheme of Arrangement between the Company t ial and TAAL Enterprises Limited on the standalone financial statements as the impact of the same was not provided in the financial statements even though the appointed date of the Scheme was from October 1 204; and
d. Need to strengthen policies, procedures and overall controls over recoverability of debtors, valuation of work in progress and accounting for direct and indirect taxes including statutory compliances.
Report on Other Legal and Regulatory Requirements
1. 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, 204.
(e) In our opinion, there are no matters that may have an adverse effect on the functioning of the Company.
(f) On the basis of the written representations received from the directors as on st3March, 206 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 206 from being appointed as a director in terms of Section B4 (2) of Place the Act. Date
(g) 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 Aâ
(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 1 of the Companies (Audit and Auditors) Rules, 20)4, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 26 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
As required by the Companies (Auditors Report) Order, 206 (the Order) issued by the Central Government in terms of sub-section )) of section )43 of the Act, we give in the âAnnexure Base statement on the matters specified in paragraphs 3 and 4 of the Order.
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ) To the Members of Taneja Aerospace and Aviation Limited
We have audited the internal financial controls over financial reporting of Taneja Aerospace and Aviation Limited ( Company) as of March 31 206 in conjunction with our audit i the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs Management is responsible for establishing maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control : in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the d implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the ( and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the perverse and detection of frauds and errors, the accuracy and complete of the accounting records, and the timely preparation of re financial information, as required under the Act.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Comp internal financial controls over financial reporting based on our audit conducted in accordance with the Guidance Note on A of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, to the ext applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India.
Because of the matter described in Disclaimer of Op paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on inter financial controls system over financial reporting of the Company.
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] reliability of financial reporting and the preparation of financial statements for external purposes in accordance with gen'' 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 in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) pro'' reasonable assurance that transactions are recorded as neck to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or independent per 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 atomically 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 incompliance with the policies or procedures may deteriorate.
Opinion
The system of internal financial controls over financial reporting nosily regard to the Company were not made available to us to abatable us to determine if the Company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively as at March 31 206
We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of -idle financial statements of the Company, and the disclaimer does not affect our opinion on the financial statements of the Company.
Explanatory paragraph
We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as line Pacified under section 143(10) of the Act, the standalone financial statements of the Company, which comprise the Balance Sheet as ''March 31,2016, and the related Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 standalone financial statements of the Company and this report does not affect our report dated May 3Q 206 which expressed an unqualified opinion on those financial statements.
[Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ in the Independent Auditorsâ Report of even date to the members of Taneja Aerospace and Aviation Limited on the financial statements for the year ended 31st March, 2016]
i. (a) The company has maintained proper records showy
full particulars including quantitative details a: situation of fixed assets.
(b) All the fixed assets have not been physically verified by the management during the year but there is regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepant were noticed on such verification.
(c) According to the information and explanations give to us and on the basis of our examination of t records of the Company, the title deeds of immovably properties are held in the name of the Company.
ii. The inventory has been physically verified during the year by the management. In our opinion, the frequency verification is reasonable. No material discrepancies were noticed on verification between the physical stocks and the book records.
iii. The Company has granted loans to three Company: covered in the register maintained under section 89 of t Companies Act, 20B.
(a) According to the information and explanations give to us and on the basis of our examination of the received of the Company, the rate of interest and other te and conditions on which the loans have been granted to the Company listed in the register maintained un Section B9 of the Act are not, prima facie, prejudice to the interest of the Company.
(b) In the case of the loans granted to the Company lis in the register maintained under section 89 of t Act, schedule of repayment of principal and payment of interest have not been stipulated and also the par have not repaid the principal amounts and have al not been regular in the payment of interest to Company.
(c) According to the information and explanations give to us and on the basis of our examination of the recoil of the Company, the details of amount overdue f more than ninety days are as follows:
No. of Cases |
Principal amount overdue Rs. In Lakhs |
Interest overdue Rs. In Lakhs |
Total overdue Rs. In Lakhs |
Remarks |
One g d |
Nil |
4.91 |
4.91 |
Reasonable steps have been taken by the Company for recovery of interest amount |
In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 85 and 86 of the Act, in respect of loans, investments, guarantees and security made.
In our opinion and according to the information and explanations given to us, there are no amounts outstanding which are in the nature of deposits as on Bit March, 206 and the Company has not accepted any deposits during the year.
The provisions of sub-section ()) of section 48 of the Act are not applicable to the Company. Accordingly, the provisions stated in paragraph B (vi) of the order are not applicable to the Company.
(a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have not been regularly deposited with the appropriate authorities and there has been a delay in few cases.
According to the information and explanations given to us, undisputed dues in respect of provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues which were outstanding, as at Bit March, 20B for a period of more than six months from the date they became payable are as follows:
Ndme of the statute |
Nature of the dues |
Amount Rs in Lakhs |
Period to which the amount relates |
Due Date |
Date of Payment |
Remarks, if any |
Employees â Provident blinds and Mheis cellaneous Provisions Act 952 |
Employers Contribution Employees Contribution |
4.50 |
Apr-5 to Aug-)5 |
20th of subsequent Month |
Amount not yet paid. |
Not applicable |
(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues on account of
March, 206 and the same is realised in bank on May 3, 20B.
Payment |
Amount |
Amount due |
Steps taken |
made to: |
paid/ |
for recovery |
to secure the |
Director/ |
provided |
as at 31s |
recovery of |
WTD/ MD/ |
in excess of |
March, 2016 |
the amount |
Manager |
the limits prescribed -Rs. In Lakhs |
||
Director |
6.00 |
Nil |
Not applicable as the amount has been subsequently received. |
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.
any dispute, are as follows:
Name of the statute |
Nature of dues |
Amount Rs. In Lakhs |
Period to which the amount relates |
Forum where dispute is pending |
Customs Act P62 |
Customs Duty |
62267 |
F.Y. 2007-08 |
CESTAT |
Finance Act, 1994 |
Service tax |
8Q24* |
F.Y. 2005-06 to F.Y. 20090 |
CESTAT |
Central Excis Act, 1944 |
: Excise Duty |
1313 |
F.Y. 2012-20B |
CESTAT |
Central Excis Act, 1944 |
e Excise Duty |
57.50 |
F.Y. 2013-14 to F.Y. 20145 |
Adjudicating Authority |
Central Excis Act, 1944 |
e Excise Duty |
8Q24 |
F.Y. 2008-09 to F.Y. 20112 |
CESTAT |
Finance Act, 1394 |
Service Tax |
E437 |
F.Y. 2008-09 to F.Y. 20123 |
CESTAT |
Sales tax |
Sales Tax |
44.00 |
F.Y. 2012-13 F.Y. 2013-14 |
Adjudicating Authority |
* Net of amounts paid under protest.
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 77 and B8 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
Accor ding to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.
viii. In our opinion and according to the information anxdi v. explanations given to us, the Company has not defaulted in repayment of dues to the financial institution, bank or debenture holders.
ix. In our opinion, money raised by way of term loans during the year have been applied for the purpose for which they were raised. The company has not raised any money initial public offer or further public offer (including debt instruments) during the year.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according-d to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees during the course of our audit.
xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid the following amounts for managerial remuneration which is in excess of the amount as mandated under section 97 read with Schedule V to the Act. That amount involved was refunded to the Company on 3it Da
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.
In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, B34 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.
For MZSK & Associates
Chartered Accountants
Firm Registration No. 105047W
Abuali Darukhanawala
place: Mumbai Partner
date: May 30, 2016 Membership No. 08053
Mar 31, 2015
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of
Taneja Aerospace and Aviation Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2015, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safe guarding 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
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the 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 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 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 qualified audit opinion on the
standalone financial statements.
Basis for Qualified Opinion
1) The Company has debited Rs. 34.74 Lakhs under advertisement and
travelling expenses being reimbursement to a group company for which no
evidence/supporting is provided. This has resulted in overstatement of
loss for the year and understatement of amount receivable from the
group company by Rs. 34.74 Lakhs.
2) The Company during the year commenced the business of trading in
electrical goods (Refer Note No. 38) where in sales are only to LightO
Technologies Private Limited (a related party). Further, the Company
also gave Inter Corporate Deposit to the said related party which was
in excess of the amount approved by the audit committee by Rs.185
Lakhs. As at March 31, 2015, the Company has to receive Rs. 256.31
Lakhs against sale of goods and Rs. 688.84 Lakhs (including interest)
against Inter Corporate Deposit. We were not provided with sufficient
and appropriate audit evidence about the recoverability of the above
amounts. Consequently, we are unable to determine whether any
adjustments to these amounts are necessary.
3) We draw attention to Note No. 36 forming part of the standalone
financial statements, which refers to the fact that the shareholders of
the Company at their meeting (convened on the directions of the Hon'ble
High Court of Madras) held on April 15, 2015 have approved the Scheme
of Arrangement between the Company and TAAL Enterprises Limited, a
wholly owned subsidiary of the Company w.e.f. October 1, 2014 subject
to receipt of regulatory approvals. Further, the above mentioned note
also refers to the proposed Reduction in Share Capital of the Company
as a consequence of the said Scheme, the terms of which were approved
by the shareholders of the Company by way of special resolution passed
at their Extraordinary General Meeting held on April 15, 2015. Though
the said Scheme was sanctioned by the Hon'ble High Court of Judicature
at Madras on June 22, 2015 (the copy of which was received on July 23,
2015) i.e. before the adoption of accounts by the Board of Director's
on August 14, 2015, the effect of the said Scheme is not given in the
accounts. We are unable to determine its impact, if any, on the
standalone financial statements.
4) The Company needs to strengthen its policies, procedures and overall
controls in order to provide proper evidences regarding recoverability
of debtors, valuation of work in progress and accounting for direct and
indirect taxes including statutory compliances.We are unable to
determine its impact, if any, on the standalone financial statements.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the possible effects of the
matters described in the Basis for Qualified Opinion paragraph above,
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 March 31, 2015, and
its loss and its cash flows for the year ended on that date.
Emphasis of Matter
The Company has outstanding MAT Credit Entitlement of Rs. 134.69 Lakhs
as on March 31, 2015, which in the opinion of the management, based on
the projected future taxable profits, will be utilized within the
stipulated time period prescribed as per the provisions of Income Tax
Act, 1961. Considering the uncertainties around the assumptions used
for projections of future taxable profits and its consequential effect
on utilization of MAT Credit Entitlement, we are unable to comment on
the recoverability of MAT Credit Entitlement outstanding as at March
31, 2015 and its consequential impact on the Statement of Profit and
Loss for the year ended March 31, 2015 and on the Reserves of the
Company as on that date (Refer Note No. 18). Our opinion is not
qualified in respect of this matter.
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.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained, except for the matters described in
the Basis for Qualified Opinion paragraph, all the information and
explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(b) Except for the possible effects of the matters described in the
Basis for Qualified Opinion paragraph above, 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) Except for the possible effects of the matters described in the
Basis for Qualified Opinion paragraph above, in our opinion, the
aforesaid standalone financial statements comply with the Accounting
Standards, except AS-2 "Valuation of Inventories", specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
(e) The matters described in the Basis for Qualified Opinion paragraph
above, in our opinion, may have an adverse effect on the functioning of
the Company.
(f) On the basis of the written representations received from the
directors as on March 31, 2015, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015,
from being appointed as a director in terms of section 164 (2) of the
Act.
(g) The qualification relating to the maintenance of accounts and other
matters connected therewith are as stated in the Basis for Qualified
Opinion paragraph above.
(h) 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 as referred to in Note
No. 27 to the financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
(i) a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. Part of the fixed assets have been physically verified by the
management during the year in line with regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. According to the
information and explanations given to us, no material discrepancies
were noticed on such verification as compared to the book records.
(ii) a. As explained to us, inventories have been physically verified
during the year by the management. In our opinion, the frequency of
such verification is reasonable.
b. The procedures of physical verification of inventories followed by
the management are generally reasonable and adequate in relation to the
size of the Company and the nature of its business.
c. The Company has maintained proper records of inventory except in
the case of Work in Progress. No material discrepancies were noticed on
verification between the physical stocks and the book records. In our
opinion, the present operative modules of ERP are insufficient to
ascertain the cost and arrive at proper valuation of Work in Progress
as per the Accounting Policies and Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
(iii) During the year under audit, the Company has granted fresh
unsecured loans by way of Inter Corporate Deposit to five companies
covered in the register maintained under section 189 of the Companies
Act, 2013. The aggregate maximum amount outstanding during the year was
Rs. 2022.25 Lakhs and the aggregate year-end balance of such loans
amounted to Rs. 1978.64 Lakhs.
a. There are no stipulations for the repayment of principal and the
interest thereon. Therefore, we are unable to comment on the regularity
of receipt of the principal amount and interest thereon.
b. No principal or interest can be termed as overdue in the absence of
time of repayment and thus we are unable to comment on the steps taken
for recovery of principal and interest thereon.
(iv) In our opinion and according to the information and explanations
given to us, internal control system is inadequate considering the size
of the Company and the nature of its business with regard to purchase
of inventories and for the sale of goods and services. Further, there
is a continuing failure to correct major weakness in internal control
systems in the areas of debtors, valuation of work in progress and
accounting for direct and indirect taxes including statutory
compliances (Refer paragraph 4 of Basis for Qualified Opinion above).
(v) As per the explanations given to us, the Company has not accepted
any deposits from the public in accordance with the provisions of
Sections 73 to 76 of the Act and the rules framed thereunder.
Accordingly, the provisions stated in paragraph 3 (v) of the Order is
not applicable to the Company.
(vi) The cost accounts and records were not made available to us.
Hence, we are unable to comment on the maintenance of cost records as
specified by the Central Government under Section 148(1) of the
Companies Act, 2013.
(vii) a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, the
Company is irregular in depositing undisputed statutory dues applicable
to it with the appropriate authorities during the year. Tax Deducted
at Source (TDS) amounting to Rs.21.94 Lakhs and Service Tax amounting
to Rs.42.31 Lakhs are in arrears as at March 31, 2015 for a period of
more than six months from the date they became payable.
b) According to the information and explanations given to us, dues that
have not been deposited by the Company on account of disputes are :
Name of Nature of Period to
the Statute Dues which it relates
Customs Act, Customs F.Y. 2007-08
1962 Duty
Finance Act, Service F.Y. 2005-06
1994 Tax to F.Y. 2009-10
Central Excise Excise F.Y. 2012-2013
Act, 1944 Duty
Central Excise Excise F.Y. 2013-14
Act, 1944 Duty to F.Y. 2014-15
Central Excise Excise F.Y. 2008-09
Act, 1944 Duty to F.Y. 2011-12
Finance Act, Service F.Y. 2008-09
1994 Tax to F.Y. 2012-13
Sales Tax Sales Tax F.Y. 2007-08 to F.Y. 2009-10
Name of the Statute Amount Amount Forum where
under paid the dispute is
dispute under pending
(Rs. in protest
Lakhs) (Rs. in
Lakhs)
Customs Act, 1962 622.67 - CESTAT
Finance Act, 1994 317 10 CESTAT
Central Excise Act, 1944 23.73 - CESTAT
Central Excise Act, 1944 57.50 - Adjudicating Authority
Central Excise Act, 1944 80.24 - CESTAT
Finance Act, 1994 124.37 - CESTAT
Sales Tax 55.00 - Adjudicating Authority
c) There are no amounts required to be transferred to the Investor
Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made
thereunder.
(viii) The Company does not have any accumulated losses at the end of
the financial year. The Company has incurred cash losses during the
financial year. However it had not incurred any cash losses in the
immediately preceding financial year.
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted during the year in repayment
of dues to financial institutions or banks. The Company did not have
any outstanding debentures during the year.
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantee given by the
Company for loan taken by its subsidiary from bank is not, prima facie
prejudicial to the interest of the Company. (Refer Note No. 27B on
guarantee given to bank on behalf of subsidiary).
(xi) In our opinion and according to the information and explanations
given to us, the Company has raised Term Loan of Rs. 800 Lakhs during
the period under audit. Also, the Term Loan availed during the year
has, on an overall basis, been applied for the purposes for which the
said loans were obtained.
(xii) According to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported during
the course of our audit.
For Haresh Upendra & Co.
Chartered Accountants
Firm Reg. No.: 103513W
Haresh B. Shah
Partner
Pune, August 14, 2015 Membership No.: 32208
Mar 31, 2014
We have audited the accompanying financial statements of TANEJA
AEROSPACE AND AVIATION LIMITED ("the Company"), which comprise the
Balance Sheet as at 31st March, 2014, the Statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and a
summary of the significant accounting policies and other explanatory
information.
MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in sub-section
(3C) of section 211 of the Companies Act, 1956 ("the Act") (which
continue to be applicable in respect of section 133 of the Companies
Act, 2013 in terms of General Circular 15/2013 dated 13th September,
2013 of the Ministry of Corporate Affairs) and in accordance with the
accounting principles generally accepted in India. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
AUDITORS'' RESPONSIBILITY
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 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 control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the 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 31st March, 2014;
(b) in the case of the Statement of Profit and Loss, of the loss of the
Company for the year ended on that date, and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
EMPHASIS OF MATTER
Attention is invited to Note No. 40 to the financial statements which,
refers to Hive Off of Engineering Services Division of Taneja Aerospace
and Aviation Limited to its wholly owned subsidiary TAAL Tech India
Private Limited w.e.f. 01st August, 2013. The terms of this Hive Off
has been approved by the shareholders of Taneja Aerospace and Aviation
Limited through Postal Ballot. Our opinion is not qualified in respect
of this matter.
We draw attention to Note No. 41 Interest Free Advances amounting to
Rs. 645.50 Lakhs to a Company for Purchase of Land. The Board of
Director''s has passed a resolution in its meeting dated 28th May, 2014
to make the Company as its wholly owned subsidiary. Our opinion is not
qualified in respect of this matter. Further, we draw attention to the
fact that the Company needs to strengthen its policies & procedures in
order to provide proper evidence along with complete accounting records
regarding recoverability of debtors, valuation of work in progress and
consumption of materials including booking of purchases. Our opinion is
not qualified in respect of this matter.
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 it appears from our examination of
those books.
(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards,
except AS-2 "Valuation of Inventories", notified under the Act (which
continue to be applicable in respect of section 133 of the Companies
Act, 2013 in terms of General Circular 15/2013 dated 13th September,
2013 of the Ministry of Corporate Affairs).
(e) On the basis of the written representations received from the
directors as on 31st March, 2014 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2014
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956.
Annexure to the Independent Auditors'' Report
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
(i) a. The Company has maintained proper records showing
full particulars, including quantitative details and situation of fixed
assets.
b. According to the information and explanations given to us, the
physical verification of the fixed assets was undertaken by the
Management during the year and no material discrepancies were noticed
on such verification as compared to the book records.
c. According to the information and explanations given to us, the
Company Hived Off with effect from 1st August, 2013, ''Engineering
Services Division'' to its wholly owned subsidiary on a ''Going Concern
Basis''. Other than that, the Company has not disposed off substantial
part of fixed assets during the year, which would affect the going
concern of other business activities of the Company.
(ii) 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. The procedures of physical verification of inventories followed by
the Management are generally reasonable and adequate in relation to the
size of the Company and nature of its business.
c. The Company has maintained records of inventory by way of manual
bin cards, except in the case of work in progress. No material
discrepancies were noticed on physical verification as compared to
quantity as per manual records. Financial Accounts are yet to be
integrated with Inventory Records (ERP). ERP is insufficient to
ascertain the cost and arrive at Valuation as per Accounting Policies
and Accounting Standards referred to into subsection (3C) of section
211 of the Act.
(iii) a. During the year under audit, the Company has granted fresh
unsecured loans by way of Inter Corporate Deposit aggregating to Rs.
904.20 Lakhs (including Rs. 766.44 Lakhs which was debited as
Difference between Assets and Liabilities transferred by way of Hive
Off of Engineering Services Division of the Company) to two bodies
corporate covered in the register maintained under section 301 of the
Companies Act, 1956. In respect of the advance granted to one of the
companies, the maximum amount outstanding during the year was Rs. 35
Lakhs and the balance of such loan as at 31st March, 2014 is Rs. 34.36
Lakhs. In respect of the advance granted to the other company, the
maximum amount outstanding during the year was Rs. 757.87 Lakhs and the
year end balance of such loan amounted to Rs. 690.16 Lakhs.
b. In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions on
which the Inter Corporate Deposits indicated in paragraph (iii) (a)
above were granted are not, prima facie, prejudicial to the interest of
the Company.
c. There are no stipulations for the repayment of principal and the
interest thereon. Therefore, we are unable to comment on the regularity
of receipt of the principal amount and interest thereon.
d. No principal or interest can be termed as overdue in the absence of
time of repayment and thus the question of taking reasonable steps for
recovery of principal amount and interest thereon does not arise.
e. During the year, the Company has taken unsecured loans aggregating
to Rs. 656.42 Lakhs from one of the Companies covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount outstanding during the year was Rs. 1,101.41 Lakhs and the year
end balance of such loan amounted to Rs. 843.51 Lakhs.
f. As explained to us, the loan (indicated in paragraph (iii) (e)
above) is repayable on demand any time on or after April 01, 2014. In
our opinion and according to the information and explanations given to
us, the rate of interest and other terms and conditions of loan taken
by the Company, are prima facie, not prejudicial to the interest of the
Company.
g. As the loan is repayable on demand and interest is credited to the
account of the lender, we are unable to comment on the regularity of
repayment of principal amount and the interest thereon.
(iv) In our opinion and according to the information and explanations
given to us, internal control system is inadequate considering the size
of the Company and the nature of its business with regard to purchase
of inventory and fixed assets and the sale of goods and services and
the same needs to be strengthened.
(v) a) According to the information and explanations given to us and to
the best of our knowledge and belief, we are of the opinion that, the
transactions that need to be entered into the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
b) In our opinion and according to explanations given to us,
transactions (other than unsecured loans given/ taken dealt with in
paragraph (iii) above) 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 Rupees Five Lakhs have been made
at prices which are reasonable having regard to prevailing market
prices at the relevant time.
(vi) As per explanations given to us, the Company has not accepted any
deposits from public to which the provisions of section 58A and 58AA of
the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 would apply. Therefore, the provisions of clause (vi) of
para 4 of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
(vii) Internal Audit is conducted by Group Internal Audit Department.
In our opinion, the overall scope and coverage
of internal audit needs to be strengthened considering the size of the
Company and the nature of its business.
(viii) As per the order of the Ministry of Corporate Affairs dated 6th
November, 2012, the cost records of the Company are liable for Cost
Audit from 1st April 2013. As explained by the Company, it has
maintained cost records and the compliance certificate for the
Financial Year 2013-14 is being obtained. 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 information and explanations given to us, the
Company is irregular in depositing undisputed statutory dues applicable
to it with the appropriate authorities during the year. Tax Deducted at
Source (TDS) amounting to Rs. 6.42 Lakhs and Central Sales Tax
amounting to Rs. 0.11 Lakhs are in arrears as at 31st March, 2014 for a
period of more than six months from the date they became payable.
b) According to the information and explanations given to us, no
disputed amounts payable in respect of Income Tax, Wealth Tax, Sales
Tax, Custom Duty, Excise Duty, Service Tax, Cess and other material
statutory dues, were in arrears, as at 31st March 2014, except :
Name of Nature of Amount Period to
Statute Dues (Rs.in which it
Lakhs) relates
Customs Act, Custom 622.67 F.Y.
1962 Duty 2007-08
Finance Act, Service 317.00 F.Y.
1994 Tax 2005-06
to F.Y.
2009-10
Central Excise Excise 23.73 FY
Act, 1944 Duty 2012-13
Name of the statue Forum where the dispute is pending
Customs Act, CESTAT
1962
Finance Act, CESTAT
1994
Central Excise Act CESTAT
1944
(x) The Company does not have any accumulated losses as at 31st March,
2014. The Company has not incurred any cash losses during the period
covered by our audit and in the immediately preceding financial year.
(xi) According to the records of the company examined by us and the
information and explanations given to us, the Company has not defaulted
in the repayment of dues to financial institutions or banks.
(xii) According to the explanations given to us, the company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/ mutual benefit
fund/society. Therefore, the provisions of clause (xiii) of para 4 of
the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company.
(xiv) In our opinion and according to the information and explanations
given to us, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause (xiv) of para 4 of the Companies (Auditor''s
Report) Order, 2003 are not applicable to the Company.
(xv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from bank or financial institutions. Hence, the provisions of
clause (xv) of para 4 of the Companies (Auditor''s Report) Order, 2003
are not applicable to the Company.
(xvi) As per the information and explanations given to us, the Company
has raised Term Loan of Rs. 1,654 Lakhs during the period under audit.
Also, the Term Loan availed during the year has, on an overall basis,
been applied for the purposes for which the said loans were obtained.
(xvii) According to information and explanations given to us, and on an
overall examination of the Balance Sheet and the Cash Flow Statement of
the Company, we report that no funds raised on short-term basis has
been used for long- term investment.
(xviii) According to information and explanations given to us, during
the period covered by our audit report, the company has not made
preferential allotment of shares to parties and companies covered in
the Register maintained under section 301 of the Companies Act, 1956.
(xix) In our opinion and according to the information and explanations
given to us, the Company has not issued any secured debentures during
the period of our audit. Therefore, clause (xix) of para 4 of the
Companies (Auditor''s Report) Order, 2003 is not applicable to the
Company.
(xx) The company has not raised any funds by way of public issue during
the year. Therefore, the requirement of disclosure by the Management on
the end use of money raised by the public issue and verification of the
same is not applicable.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Haresh Upendra & Co.
Chartered Accountants
Firm Reg. No.: 103513W
Haresh B. Shah
Partner
Pune, May 28, 2014 Membership No.: 32208
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Taneja
Aerospace and Aviation Limited ("the company"), which comprise the
Balance Sheet as at March 31, 2013, the Statement of Profit and Loss
and the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the company in
accordance with the Accounting Standards referred to in sub-section
(3C) of Section 211 of the Companies Act, 1956 ("the Act"). This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditors'' 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 the
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 the internal control relevant to the
company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the 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, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit of
the company for the year ended on that date, and
(c) in the case of the Cash Flow Statement, of the cash flows of the
company 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 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, Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
referred to in sub-section (3C) of section 211 of the Act.
(e) On the basis of the written representations received from the
directors as on March 31, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2013
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956.
(Referred to in paragraph 3 of our report of even date)
(i) a. The company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. According to the information and explanations given to us, the
physical verification of the fixed assets was undertaken by the
management during the year and no material discrepancies were noticed
on such verification as compared to the book records.
c. According to the information and explanations given to us, the
company has not disposed off substantial part of fixed assets during
the year, which would affect the going concern of the company.
(ii) 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. The procedures of physical verification of inventories followed by
the management are generally reasonable and adequate in relation to the
size of the company and nature of its business.
c. The company is maintaining proper records of inventory by way of
manual bin cards, except in the case of work in progress. No material
discrepancies were noticed on physical verification as compared to
quantity as per manual records. The company is in the process of
integrating its inventory with financial accounts.
(iii) a. During the year under audit, the company has not granted any
fresh loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under Section 301 of the Companies
Act, 1956. Out of the advance granted in earlier years by way of Inter
Corporate Deposit, the maximum amount outstanding during the year was
Rs. 29 lakhs and the balance of such loan as at March 31, 2013 is Rs.
nil (Previous Year Rs. 29 lakhs).
b. In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions on
which the Inter Corporate Deposit indicated in paragraph (iii) (a)
above was granted is not, prima facie, prejudicial to the interest of
the company.
c. During the year, the company has taken unsecured loans aggregating
to Rs. 1,645 lakhs from one of the companies covered in the register
maintained under Section 301 of the Companies Act, 1956 (Previous year
Rs. 1,674 lakhs). At the year end, the aggregate amount outstanding was
Rs. 1,050 lakhs (Previous Year Rs. 1,340 lakhs). The maximum balance
outstanding during the year was
Rs. 2,250 lakhs (Previous Year Rs. 2,300 lakhs).
d. As explained to us, the loan (indicated in paragraph (iii) (c)
above) is repayable on demand any time on or after April 01, 2013. In
our opinion and according to the information and explanations given to
us, the rate of interest and other terms and conditions of loan taken
by the company, are prima facie, not prejudicial to the interest of the
company.
e. As the loan is repayable on demand, we are unable to comment on the
regularity of repayment of principal amount and the interest thereon.
(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 the nature of its
business, for purchase of fixed assets and for the sale of goods and
services. However, the internal control procedure with regard to
inventory control and reconciliation of Trade Receivables'' balances
need to be strengthened considering the increasing sales volume of
business and transactions.
(v) a) According to the information and explanations given to us and to
the best of our knowledge and belief, we are of the opinion that, the
transactions that need to be entered into the register maintained under
Section 301 of the Companies Act, 1956 have been so entered. b) In our
opinion and according to explanations given to us, transactions (other
than secured/unsecured loans given/taken dealt with in paragraph (iii)
above) 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 Rupees Five Lakhs have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
(vi) As per explanations given to us, the company has not accepted any
deposits from public to which the provisions of section 58A and 58AA of
the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 would apply. Therefore, the provisions of clause 4 (vi) of
the Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
(vii) Internal audit is conducted by a Group Internal Audit Department
headed by senior chartered accountant. In our opinion, the company has
an internal audit system commensurate with the size and nature of its
business. However in our opinion, the scope and coverage of internal
audit needs to be strengthened especially as mentioned in clause (iv)
above.
(viii) As per MCA order dated November 6, 2012, the company cost
records are liable for cost audit from April 01, 2013.
(ix) a) According to the information and explanations given to us, the
company has been generally regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Education Cess, Higher Education Cess and any other material
statutory dues with the appropriate authorities during the year.
(x) The company has no accumulated losses as at March 31, 2013. The
company has not incurred any cash losses during the period covered by
our audit and in the immediately preceding financial year.
(xi) According to the records of the company examined by us and the
information and explanations given to us, the company has not defaulted
in repayment of dues to any financial institution or bank.
(xii) According to the explanations given to us, the company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the company is not a chit fund or a nidhi/ mutual benefit
fund/society. Therefore, the provisions of clause 4 (xiii) of the
Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
(xiv) In our opinion and according to the information and explanations
given to us, the company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4
(xiv) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
(xv) In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from bank or financial institutions. Hence, the provisions of
clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
(xvi) As per the information and explanations given to us, the company
has raised the Term Loan of Rs. 1,500 Lakhs during the period under
audit. Also, Term Loan taken during year has been, on an overall basis,
applied for the purpose for which the said loans were obtained.
(xvii) According to the information and explanations given to us, and
on an overall examination of the Balance Sheet and the Cash Flow of the
company, we report that no funds raised on short-term basis has been
used for long-term investment.
(xviii) According to the information and explanations given to us,
during the period covered by our audit report, the company has not made
preferential allotment of equity shares to parties and companies
covered in the Register maintained under section 301 of the Companies
Act, 1956.
(xix) In our opinion and according to the information and explanations
given to us, the company has not issued any secured debentures during
the period of our audit. Therefore, clause 4 (xix) of the Companies
(Auditor''s Report) Order, 2003 is not applicable to the company.
(xx) The company has not raised any funds by way of public issue during
the year.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the company
has been noticed or reported during the course of our audit.
For Haresh Upendra & Co.
Chartered Accountants
Firm Reg. No.: 103513W
Haresh B. Shah
Partner
Pune,
August 05, 2013 Membership No.: 32208
Mar 31, 2012
1. We have audited the attached Balance Sheet of TANEJA AEROSPACE AND
AVIATION LIMITED ("the Company") as at March 31, 2012, and the
related Profit and Loss Account and Cash Flow Statement of the Company
for the financial year ended on that date, annexed thereto. These
financial statements are the responsibility of the Company's
Management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 ofthe said
Order to the extent applicable.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report complywith the Accounting
Standards referred to in sub-section (3C) of Section 211 ofthe
Companies Act, 1956;
(e) On the basis of written representations received from the
Directors, as on March 31, 2012 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 ofthe Companies Act, 1956;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read together with the
schedules thereto and the notes thereon, give the information required
by the Companies Act, 1956, in the manner so required, and give a true
and fair view in conformity with the accounting principles generally
accepted in India:
i. In the case of the Balance Sheet, of the state of affairs ofthe
Company as at March 31, 2012;
ii. In the case of Profit and Loss Account, of the Profit for the year
ended on that date; and
iii. In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
Annexure to the Auditors' Report
(Referred to in paragraph 3 of our report of even date)
(i) a. The company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. According to the information and explanations given to us, the
physical verification of the fixed assets was undertaken by the
management during the year and no material discrepancies were noticed
on such verification as compared to the book records.
c. According to the information and explanations given to us, the
company has not disposed off substantial part of fixed assets during
the year, which would affect the going concern of the company.
(ii) 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. The procedures of physical verification of inventories followed by
the management are generally reasonable and adequate in relation to the
size ofthe Company and nature of its business.
c. The Company is maintaining proper records of inventory by way of
manual bin cards, except in the case of work in progress. No material
discrepancies were noticed on physical verification as compared to
quantity as per manual records. Company is in the process of
integrating its inventory with financial accounts.
(iii) a. During the year under audit, the Company has not granted any
fresh loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under section 301 of the Companies
Act, 1956. Out ofthe advances granted in earlier years by way of Inter
Corporate Deposit, the maximum amount outstanding during the year was
Rs. 508 lakhs and the balance of such loan as at March 31, 2012 is Rs.
29 lakhs (Previous Year Rs.494 lakhs).
b. In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions on
which the Inter Corporate Deposit indicated in paragraph (iii) (a)
above was granted is not, prima facie, prejudicial to the interest of
the company.
c. The above referred Inter Corporate Deposit along with interest
thereon upto March 31, 2011 has been completely recovered during the
year. The amount outstanding as on March 31, 2012 represents the
interest component for the year due on March 31, 2012 and has been
subsequently received in full.
d. During the year, the Company has taken unsecured loans aggregating
to Rs. 1,674 lakhs from one of the companies covered in the register
maintained under section 301 of the Companies Act, 1956 (Previous Year
Rs.1,344 lakhs). At the year end, the aggregate amount outstanding was
Rs.1,340 lakhs (Previous Year Rs.1,125 lakhs). The maximum balance
outstanding during the year was Rs.2,300 lakhs (Previous Year Rs.1,692
lakhs).
e. As explained to us, the loan (indicated in paragraph (iii) (d)
above) is repayable on demand any time on or after April 01, 2012. In
our opinion and according to the information and explanations given to
us, the rate of interest and other terms and conditions of loan taken
by the company, are prima facie, not prejudicial to the interest of the
company.
f. The Company is regular in paying the interest and principal is
repayable on demand any time on or after April 01, 2012.
(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 the nature of its
business, for purchase of fixed assets and for the sale of goods and
services. However, the internal control procedure with regard to
inventory control and reconciliation of vendors balances need to be
strengthened considering the increasing sales volume of business and
transaction.
(v) a) According to the information and explanations given to us and to
the best of our knowledge and belief, we are of the opinion that, the
transactions that need to be entered into the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
b) In our opinion and according to explanations given to us,
transactions (other than secured/unsecured loans given/taken dealt with
in paragraph (iii) above) 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 Rupees Five Lakhs
have been made at prices which are reasonable having regard to
prevailing market prices at the relevant time.
(vi) As per explanations given to us, the Company has not accepted any
deposits from public to which the provisions of section 58A and 58AA of
the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 would apply. Therefore, the provisions of clause 4 (vi) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
(vii) The company has appointed firms of Chartered Accountants as their
internal auditors. In our opinion, the scope and coverage of internal
audit needs to be strengthened especially as mentioned in clause (iv)
above.
(viii) The Central Government has not prescribed the maintenance of
cost records u/s 209(1) (d) of the Companies Act, 1956 and hence the
provisions of clause 4 (viii) of the Companies (Auditor's Report)
Order, 2003 are not applicable to the company.
(ix) a) According to the information and explanations given to us, the
Company has been generally regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Education Cess, Higher education Cess and any other material
statutory dues with the appropriate authorities during the year.
b) According to the information and explanations given to us, no
disputed amounts payable in respect of Income Tax, Wealth Tax, Sales
Tax, Custom Duty, Excise Duty, Educational cess, Educational cess and
other material statutory dues, were in arrears, as at March 31, 2012,
except:
Name of Nature Amount Period Forum
Statue of Dues (Rs. in Which it Where the
Lakhs) relates disputes is pending
Central Excise 4.95 F.Y. Office of
Excise Duty 2010 -11 Superi
Act, 1944 ntendent of Central
Excise, Hosur Division
Customs Custom 622.67 F.Y CESTAT
Act, 1962 Duty 2007-08
Finance Service 317.70 F.Y CESTAT
Act, 1994 Tax 2005-06
to 2009-10
(x) The Company has no accumulated losses as at March 31, 2012. The
Company has not incurred any cash losses during the period covered by
our audit and in the immediately preceding financial year.
(xi) According to the records of the company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank.
(xii) According to the explanations given to us, the company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of clause 4 (xiii) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
(xiv) In our opinion and according to the information and explanations
given to us, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order,
2003 are not applicable to the company.
(xv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from bank or financial institutions. Hence, the provisions of
clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 are not
applicable to the company.
(xvi) As per the information and explanations given to us, the Company
has not taken any Term Loan during the period under audit. Also, Term
Loan taken during earlier years have been, on an overall basis, applied
for the purpose for which the said loans were obtained.
(xvii) According to information and explanations given to us, and on an
overall examination ofthe Balance Sheet and the Cash Flow of the
Company, we report that no funds (except inter corporate deposit from
an associate company) raised on short-term basis has been used for
long-term investment.
(xviii) According to information and explanations given to us, during
the period covered by our audit report, the company has not made
preferential allotment of equity shares to parties and companies
covered in the Register maintained under section 301 ofthe Companies
Act, 1956.
(xix) In our opinion and according to the information and explanations
given to us, the Company has not issued any secured debentures during
the period of our audit. Therefore, clause 4 (xix) of the Companies
(Auditor's Report) Order, 2003 is not applicable to the company.
(xx) The company has not raised any funds by way of public issue during
the year.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Haresh Upendra & Co
Chartered Accountants
Firm Reg. No.: 103513W
Haresh B. Shah
Partner
Pune, July 24, 2012 Membership No.: 32208
Mar 31, 2011
1. We have audited the attached Balance Sheet of TANEJA AEROSPACE AND
AVIATION LIMITED ("the Company") as at 31st March 2011, and the related
Profit and Loss Account and Cash Flow Statement of the Company for the
financial year ended as on that date, annexed thereto. These financial
statements are the responsibility of the Company's Management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure, a
statement on the matters specified in paragraphs 4 and 5 of the said
Order to the extent applicable.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956;
e) On the basis of written representations received from the Directors,
as on 31st March 2011 and taken on record by the Board of Directors, we
report that none of the Directors is disqualified as on 31st March 2011
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read together with the
schedules thereto and the notes thereon, give the information required
by the Companies Act, 1956, in the manner so required, and give a true
and fair view in conformity with the accounting principles generally
accepted in India:
i. In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2011;
ii. In the case of Profit and Loss Account, of the Profit for the year
ended as on that date; and
iii. In the case of Cash Flow Statement, of the cash flows for the year
ended as on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 3 of our report of even date)
(i) a. The company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. According to the information and explanations given to us, the
physical verification of the fixed assets was undertaken by the
management and the discrepancies noticed, as informed to us were dealt
with in the accounts by making additional provision for impairment out
of the Reserve for Business Restructuring and this is sufficient to
cover such discrepancies.
c. According to the information and explanations given to us, the
company has not disposed off substantial part of fixed assets during
the period under audit, which would affect the going concern of the
company.
(ii) a. The Company has arrived at closing stock based on physical
verification undertaken by the management under supervision of an
independent Chartered Accountants firm.
b. The procedures of physical verification of inventories followed by
the management are generally reasonable and adequate in relation to the
size of the Company and nature of its business.
c. The Company is maintaining records of inventory by way of manual
bin cards which needs to be integrated with financial accounts. No
material discrepancies were noticed on physical verification as
compared to quantity in such bin cards.
(iii) a. During the year under audit, the Company has not granted any
fresh loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under section 301 of the Companies
Act, 1956. Out of advances granted in earlier years by way of Inter
Corporate Deposit, the maximum amount outstanding during the year was
Rs. 494 lakhs and the balance of such loan as at 31st March, 2011 is
Rs. 494 lacs (Previous Year Rs. 449 lacs).
b. In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions on
which the Inter Corporate Deposit indicated in paragraph (iii) (a)
above was granted is not, prima facie, prejudicial to the interest of
the company.
c. There are no stipulations for the repayment of principal and the
interest thereon. Upto 31st March, 2011, neither the original principal
amount nor the accumulated interest thereon has been received.
d. No loan or interest can be termed as overdue in the absence of time
of repayment and thus the question of taking reasonable steps for
recovery of principal amount and interest there on does not arise.
e. During the year, the Company has taken unsecured loans aggregating
to Rs. 1344 lacs from one of the companies covered in the register
maintained under section 301 of the Companies Act, 1956 (Previous year
Rs. 1149 lakhs). At the year end, the aggregate amount outstanding was
Rs. 1125 lakhs (Previous year Rs. 705 lakhs). The maximum balance
outstanding during the year was Rs. 1692 lakhs (Previous year Rs. 1490
lakhs).
f. As explained to us, the loan (indicated in paragraph (iii) (e)
above) is repayable on demand. In our opinion and according to the
information and explanations given to us, the rate of interest and
other terms and conditions of advance taken by the company, are prima
facie, not prejudicial to the interest of the company.
g. As the advance is repayable on demand, we are unable to comment on
the regularity of repayment of principal amount and the interest
thereon.
(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 the nature of its
business, for purchase of fixed assets and for the sale of goods and
services. However, the internal control procedure with regard to (a)
review and reconciliation of book balances of customers / vendors, and
(b) procedure for purchase of raw material, stores & components and
consumables, needs to be strengthened considering the increasing volume
of business and transactions.
(v) a) According to the information and explanations given to us and to
the best of our knowledge and belief, we are of the opinion that, the
transactions that need to be entered into the register maintained under
section 301 of the Companies Act, 1956 have been so entered. b) In our
opinion and according to explanations given to us, transactions (other
than secured/unsecured loans given/taken dealt with in paragraph (iii)
above) 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 Rupees Five Lakhs have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
(vi) As per explanations given to us, the Company has not accepted any
deposits from public to which the provisions of section 58A and 58AA of
the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 would apply. Therefore, the provisions of clause 4 (vi) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
(vii) The company has appointed firms of Chartered Accountants as their
internal auditors. In our opinion, the extent and areas of internal
audit needs to be further strengthened to bring it in line with the
size and structure of the organization and complexities of its
operations.
(viii) The Central Government has not prescribed the maintenance of
cost records u/s 209(1) (d) of the Companies Act, 1956 and hence the
provisions of clause 4 (viii) of the Companies (Auditor's Report)
Order, 2003 are not applicable to the company.
(ix) a) According to the information and explanations given to us, the
Company has been generally regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, cess and any other material statutory dues with the appropriate
authorities during the year.
b) According to the information and explanations given to us, no
disputed amounts payable in respect of Income Tax, Wealth Tax, Sales
Tax, Custom Duty, Excise Duty, cess and other material statutory dues,
were in arrears, as at 31 March 2011, for a period of more than six
months from the date they became payable, except:
Name Nature Amount Period to Forum where
of of Dues (Rs. In which it the dispute
Statute lacs) relates is pending
Central Excise Duty 4.95 F.Y. 2010-11 Office of
Excise Superintendent
Laws of Central
Excise, Hosur
Division
Customs Custom Duty 622.67 F.Y. 2007-08 CESTAT
Act,1962
(x) The Company does not have any accumulated losses. The company has
not incurred any cash losses during the period covered by our audit and
in the immediately preceding financial year.
(xi) According to the records of the company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank.
(xii) According to the explanations given to us, the company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/ mutual benefit
fund/society. Therefore, the provisions of clause 4 (xiii) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
(xiv) In our opinion and according to the information and explanations
given to us, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order,
2003 are not applicable to the company.
(xv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from bank or financial institutions. Hence, the provisions of
clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 are not
applicable to the company.
(xvi) As per the information and explanations given to us, the Company
has not taken any Term Loan during the period under audit. Also, Term
Loan taken during earlier years have been, on an overall basis, applied
for the purpose for which the said loans were obtained.
(xvii) According to information and explanations given to us, and on an
overall examination of the Balance Sheet of the Company, we report that
no funds (except inter corporate deposit from an associate company)
raised on short-term basis has been used for long-term investment.
(xviii) According to information and explanations given to us, during
the period covered by our audit report, the company has not made
preferential allotment of equity shares to parties and companies
covered in the Register maintained under section 301 of the Companies
Act, 1956.
(xix) In our opinion and according to the information and explanations
given to us, the Company has not issued any secured debentures during
the period of our audit. Therefore, clause 4 (xix) of the Companies
(Auditor's Report) Order, 2003 is not applicable to the company.
(xx) The company has not raised any funds by way of preferential/
public issue during the year.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Haresh Upendra & Co,
Chartered Accountants,
Firm Reg. No.: 103513W
Haresh B. Shah
Partner
Membership No. : 32208
Pune June 29,2011
Mar 31, 2010
1. We have examined the attached Balance Sheet of Taneja Aerospace and
Aviation Limited ("the company") as at 31st March 2010 and also the
Profit and Loss account and Cash-flow Statement of the Company for the
period 1st July 2009 to 31st March 2010. These financial statements are
the responsibility of the Companys Management. Our responsibility is
to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the accounting 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 also
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 the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order to the extent applicable.
4. Further to our comment in the Annexure referred to above, we report
that:
4.1 As detailed in Note No. 17 of Schedule 15 of Notes on Accounts,
?The Company has transferred Rs. 12,97,08,425/- from the Reserve for
Business Restructuring to the Profit and Loss Account. The company has
adjusted excess of liabilities over assets of Rs 9,11,84,896/- of TAAL
Technologies Pvt. Ltd.
(TTPL) transferred as a result of merger, against the above credit.
-The Company has transferred Rs. 12,38,88,545/- of revaluation reserve
to general reserve. Both the above adjustments were done through the
scheme of Amalgamation approved by the honorable High Court.
4.2 As detailed in note no. 17 of schedule 15 of Notes on Accounts the
company invested Rs 10,00,50,000/- in TTPL which became subsidiary of
the company during the period. The company proposed amalgamation of the
said company with retrospective effect from 1st April 2008. We are
unable to comment on the rational of this merger provided by the
management in note no. 17. 4.3 Evidence provided in respect of
quantity and valuation of inventory is inadequate.
5. Subject to our comments in paragraph 4.2 & 4.3 above and our
comments in the annexed report,
(a) We have obtained all the information and explanation, 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, Profit and Loss account and Cash Flow Statement
dealt with by our 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 the report comply with Accounting Standards
referred to in sub-section (3C) of Section 211 of the Companies Act,
1956.
(e) On the basis of written representations received from the Directors
as on March 31, 2010 and taken on record by the Board of Directors, we
report that none of the Directors is disqualified as on 31st March 2010
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
(f) In our opinion and to the best of our information and according to
the explanation given to us, the said accounts, read with the schedules
thereto and the notes thereon give information required by the
Companies Act, 1956, in the manner so required except as mentioned in
clause 4 and give a true and fair view in conformity with the
accounting principles generally accepted in India;
i. In the case of Balance Sheet, of the state of affairs of the Company
as at March 31, 2010.
ii. in the case of Profit and Loss account, of the Loss for the period
ended on that date; and
iii. In the case of Cash Flow Statement, of the cash flows for the
period ended on that date.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our report of even date)
(i) a The company maintains the Fixed Asset Register disclosing all the
required particulars.
b. According to the information provided and explanation given to us,
the physical verification of the fixed assets was undertaken by the
management and the discrepancies noticed as informed to us were not
material, the provision for impairment made in the previous financial
year is sufficient to cover such discrepancies.
c. According to the information and explanations given to us, the
company has not disposed off major part of fixed asset during the
period under audit, which would affect the going concern of the
company.
(ii) a. The company has produced stock audit report for physical
verification for the period under audit, which has been used as basis.
b. The company has valued its inventory of raw material, stores and
work in progress at cost / realizable value. The company has written
off inventory based on managementÃs estimates as referred to in Note
No. 17.
(iii) In respect of unsecured loans granted to companies covered in
register maintained under section 301 of the Companies Act, 1956 and
according to the information and explanation given to us- a. During
the year, the Company has not granted any fresh advances to
company/companies covered in the register (maintained under section
301) of the Companies Act, 1956. Out of advances granted in earlier
years, the amount outstanding as on 31st March, 2010 is Rs.449 lacs.
b. As explained to us, the advance is repayable on demand. In our
opinion and according to the information and explanations given to us,
the rate of interest and other terms and conditions on which advance
have been granted to companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956 are
not, prima facie, prejudicial to the interest of the company.
c. As the advance is repayable on demand, we are unable to comment on
regularity of receipt of principal and interest amount.
d. No loan or interest can be termed as overdue in absence of time of
repayment and thus the question of taking reasonable step for recovery
of principal amount and interest there on dose not arise.
e. During the year, the Company has taken advances aggregating to
Rs.1149 lacs from one of the companies covered in the register
maintained under section 301 of the Companies Act, 1956 (Previous year
Rs.3160 lacs). At the year end, the aggregate amount outstanding was
Rs. 705 lacs (Previous year Rs.995 lacs). The maximum balance
outstanding during the year is Rs.1490 lacs (Previous year Rs.1511
lacs).
f. As explained to us, the advance is repayable on demand. In our
opinion and according to the information and explanations given to us,
the rate of interest and other terms and conditions of advance taken by
the company; are prima facie not prejudicial to the interest of the
company;
g. As the advance is repayable on demand, we are unable to comment on
the regularity of repayment of principal and interest amount.
(iv) In our opinion and according to the information and
explanations given to us, internal control in stores, purchase
procedure and in accounting of revenue of the company needs to be
strengthened.
(v) a) According to the information and explanations given to us and to
the best of our knowledge and belief, we are of the opinion that the
transactions that need to be entered into the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
b) In our opinion and according to explanations given to us,
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 Rupees five lakhs have been made at prices
which are reasonable having regard to prevailing market prices at the
relevant time subject to our comments contained in clause (iii) (b).
(vi) As per explanation given to us, the company has not
accepted any deposits from public to which the provisions of Section
58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance
of Deposits) Rules, 1975 would apply. Therefore, the provisions of
clause 4 (vi) of the Companies (AuditorÃs Report) Order, 2003 are not
applicable to the company.
(vii) The company appointed a firm of Chartered
Accountants as their internal auditor and audit report was received for
the nine month period ended 31st December, 2009 only for one of the
division. Further the extent of internal audit needs to be strengthened
to bring it in line with size and structure of the organization and
complexities of the operation.
(viii) The Central Government has not prescribed the
maintenance of the cost record u/s 209(1) (d) of the Companies Act,
1956 and hence the provisions of clause 4 (viii) of the Companies
(AuditorÃs Report) Order, 2003 are not applicable to the company.
(ix) a) According to the information and explanations given to us, the
company has been generally regular in depositing undisputed statutory
dues including provident fund, investor education and protection fund,
income-tax, sales tax, wealth tax, service tax, customs duty, excise
duty, cess and other material statutory dues with the appropriate
authorities during the period under review.
b) According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, wealth tax, sales
tax, customs duty, excise duty, cess and other material statutory dues,
were in arrears, as at 31st March 2010, for a period of more than six
months from the date they became payable, except
Name of Nature of Dues Amount Period to
Statute (Rs. In Lacs) which it relates
Chapter V of Service Tax (Self July09 to
Finance Act,
1994 Assessment Tax) 67.24 Mar10
c) According to the explanation and information given to us, there are
no dues of income tax/sales tax/wealth tax/service tax/custom
duty/excise duty/cess which have not been deposited on account of any
dispute.
(x) The company does not have any accumulated
losses. The company has not incurred any cash losses during the period
covered by our audit and in the immediately preceding financial year.
(xi) According to the records of the company examined
by us and the information and explanation given to us, the company has
not defaulted in repayment of dues of any financial institutions or
bank. The company is paying the interest on the Bank Loans that have
been computed and provided in the accounts based on restructuring
scheme as approved by banks subject to continuance of compliance of
conditions of scheme.
(xii) According to the explanations given to us, the company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of clause 4 (xiii) of the
Companies (AuditorÃs Report) Order, 2003 are not applicable to the
company.
(xiv) In our opinion and according to the information and explanations
given to us, the company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (AuditorÃs Report) Order,
2003 are not applicable to the company.
(xv) In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from bank or financial institution. Hence, the provisions of
clause 4 (xv) of the Companies (AuditorÃs Report) Order, 2003 are not
applicable to the company.
(xvi) As per the information and explanations given to us, during the
period the company has not taken over any Term Loan.
(xvii) According to information and explanation given to us, and on an
overall examination of the Balance Sheet of the company, we report that
no funds raised on short-term basis have been used for long-term
investment.
(xviii) According to information and explanation given to us, during
the period covered by our audit report, the company has not made
preferential allotment of equity shares to parties and companies
covered in the Register maintained under section 301 of the Companies
Act, 1956.
(xix) In our opinion and according to the information and
explanations given to us, the company has not issued any secured
debentures during the period of our audit. Therefore, clause 4 (xix) of
the Companies (AuditorÃs Report) Order, 2003 is not applicable to the
company.
(xx) The company has disclosed the end use of the funds
raised through preferential issue by way of notes to accounts.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the company
has been noticed or reported during the course of our audit.
For Haresh Upendra & Co
Chartered Accountants
Haresh B. Shah
Partner
Pune, August 30, 2010 Membership No. : 32208
Jun 30, 2009
1. We have examined the attached Balance Sheet of Taneja Aerospace and
Aviation Limited ("the company") as at June 30, 2009 and also the
Profit and Loss account and Cash Flow Statement of the Company for the
period April 01,2008 to June 30,2009. These financial statements are
the responsibility of the Companys Management. Our responsibility is
to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the accounting 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 also
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 the Management, as well as evaluating the overall financial
statement presentation. We believe that or audit provides a reasonable
for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order to the extent applicable.
4. Further to our comment in the Annexure referred to above, we report
that:
o4.1 As detailed in the Note No. 17 of Schedule 15, the Company has
transferred Rs. 20,00,00,000/- from Revaluation Reserve to Profit &
Loss Account . This amount has been utilised for prior year write offs
/ provisions amounting to Rs. 15,20,94,875/- and current period
adjustments of Rs. 4,26,03,010/- and the balance is carried over.
Above treatment is not in accordance with generally accepted accounting
principles and have effect of overstatement of profit for the period by
Rs. 20,00,00,000/- (Rupees twenty crores)
4.2 The difference between the actual sales tax liability and
discounted value is being treated as revenue expenditure in the year in
which it is paid. This accounting practice is not in accordance with
generally accepted accounting principles. Further, during the period
Company has not accounted the difference between the actual liability
and the discounted value of liability as revenue expenditure.
Consequently, the profit for the period is further overstated by Rs.
36,92,497/- (Refer Note No. 18).
5. Subject to our comments in paragraph 4 above and our comments in
the annexed report,
(a) we have obtained all the information and explanation, 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, Profit and Loss account and Cash Flow Statement
dealt with by our 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 the report comply with Accounting Standards
referred to in sub-section (3C) of Section 211 of the Companies Act,
1956.
(e) on the basis of written representations received from the
Directors, as on June 30, 2009 and taken on record by the Board of
Directors, we reportthat none of the Directors is disqualified as on
SO"1 June, 2009 from being appointed as a director in terms of clause
(g) of sub-section (1 )of Section 274 of the Companies Act,1956;
(f) in our opinion and to the best of our information and according to
the explanation given to us, the said accounts, read with the schedules
thereto and the notes thereon give 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;
I. in the case of Balance Sheet, of the state of affairs of the
Company as at June 30,2009.
ii. in the case of Profit and Loss account, of the Profit for the
period ended on that date; and
iii. In the case of Cash Flow Statement, of the cash flows for the
period ended on that date.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our report of even date)
(i) a. The company has maintained records showing full particulars,
including quantitative details and situation of fixed assets.
b. According to the information and explanation given to us, the fixed
assets were physically verified by the management in accordance with
the programme of verification, which in our opinion is reasonable
having regard to size of the Company and the nature of its assets. The
discrepancies noticed on physical verification were not material and
have been dealt with the books of account. The Company has made
estimated provision of Rs. 100 lacs for impairment of Fixed Assets.
(Ref. Note No. 17)
c. According to the information and explanations given to us, the
company has not disposed off major part of fixed asset during the
period under audit, which would affect the going concern of the
company.
(ii) a. The company has not produced any physical verification report
of inventory for the period under audit, however physical inventory
arrived at by the management as on June 30,2009 is used as the basis.
b. The company has valued its inventory of raw material, stores and
work in progress at cost without Comparing the same with realizable
value. The company has written off inventory based on managements
estimates as referred to inNoteNo.17.
(iii) In respect of unsecured loans granted to companies covered in
register maintained under section 301 of the Companies Act, 1956 and
according to the information and explanation given to us-
a. During the year, the Company has not granted any advances to
company/companies covered in the register maintained under section 301
of the Companies Act, 1956. Out of advances granted in earlier years,
the amount outstanding as on June 30, 2009 is Rs. 430 lacs.
Further, company has paid additional amount of Rs 670 lacs (previous
year Rs 300 lacs) as Share Application Money to one of the companies
covered in the register maintained under section 301 of the Companies
Act, 1956. Equity shares against the same have been allotted to company
on October 27, 2009 (date after the reporting period) and consequently
it became a subsidiary of the company from that date.
b. As explained to us, the advance is repayable on demand. In our
opinion and according to the information and explanations given to us,
the rate of interest and other terms and conditions on which advance
have been granted to companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956 are
not, prima facie, prejudicial to the interest of the company.
c. As the advance is repayable on demand, we are unable to comment on
regularity of receipt of principal and interest amount.
d. No loan or interest can be termed as overdue in absence of time of
repayment and thus the question of taking reasonable step for recovery
of principal amount and interest there on does not arise.
e. During the year, the Company has taken advances aggregating to
Rs.3160 lacs from one of the companies covered in the register
maintained under section 301 of the Companies Act, 1956. At the year
end, the aggregate amount outstanding was Rs.995 lacs. The maximum
balance outstanding during the yearisRs.1511 lacs
f. As explained to us, the advance is repayable on demand. In our
opinion and according to the information and explanations given to us,
the rate of interest and other terms and conditions of advance taken by
the company; are prima facie not prejudicial to the interest of the
company;
g. As the advance is repayable on demand, we are unable to comment on
the regularity of repayment of principal and interest amount.
(iv) In our opinion and according to the information and explanations
given to us, there are weaknesses in internal control in stores,
purchase procedure and in accounting of revenue of the company. The
Company needs to take immediate steps to strengthen the internal
control system.
(v) a) To the best of our knowledge and belief and according to the
information and explanations given to us, we are of the opinion that
the transactions that need to be entered into the register maintained
under section 301 of the Companies Act, 1956 have been so entered.
b) In our opinion and according to explanations given to us,
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 Rupees five lakhs have been made at prices
which are reasonable having regard to prevailing market prices at the
relevant time subject to our comments contained in clause (iii) (b).
(vi) As per explanation given to us, the Company has not accepted any
deposits from public to which the provisions of section 58A and 58AA of
the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 would apply. Therefore, the provisions of clause 4 (vi) of
the Companies (Auditors Report) Order, 2003 are not applicable to the
company.
(vii) The company has appointed an external firm of Chartered
Accountants as internal auditor from October 01, 2008. Scope and area
of checking in relations to internal control and systems needs to be
expanded to bring the internal audit in line with size and complexities
of operations of the company.
(viii) The Central Government has not prescribed the maintenance of the
cost record u/s 209(1) (d) of the Companies Act, 1956 and hence the
provisions of clause 4 (viii) of the Companies (Auditors Report)
Order, 2003 are not applicable to the company.
(ix) a) According to the information and explanations given to us, the
Company has been generally regular in depositing undisputed statutory
dues including provident fund, investor education and protection fund,
income-tax, sales tax, wealth tax, service tax, customs duty, excise
duty, cess and other material statutory dues with the appropriate
authorities during the year,
b) According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, wealth tax, sales
tax, customs duty, excise duty, cess and other material statutory dues,
were in arrears, as at June 30, 2009 for a period of more than six
months from the date they became payable, except
Name of Nature of Dues Amount Period to
Statute (Rs. In lacs) which it relates
The Income
Tax deducted 9.74 Apr-06to
Tax Act,1961 but not paid
June-07
c) According to the explanation and information given to us, there are
no dues of income tax/sales tax/wealth tax/service tax/custom
duty/excise duty/cess which have not been deposited on account of any
dispute.
(x) The Company does not have any accumulated losses. The company has
not incurred any cash losses during the period covered by our audit and
in the immediately preceding financial year.
(xi) According to the records of the company examined by us and the
information and explanation given to us, the company has not defaulted
in repayment of dues of any financial institutions or bank. The company
is paying the interest on the Bank Loans that have been computed and
provided in the accounts based on restructuring scheme as approved by
banks subject to continuance of compliance of conditions of scheme.
(xii) According to the explanations given to us, the company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of clause 4 (xiii) of the
Companies (Auditors Report) Order, 2003 are not applicable to the
company.
(xiv) In our opinion and according to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditors Report) Order,
2003 are not applicable to the company.
(xv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from bank or financial institution. Hence, the provisions of
clause 4 (xv) of the Companies (Auditors Report) Order, 2003 are not
applicable to the company.
(xvi) As per the information and explanations given to us, during the
period Company has taken over a Term Loan on an assignment basis
amounting to Rs 12,00,00,000/- sanctioned by a bank to one of its
subsidiary companies for implementation of Projects of the company. The
loan is secured by deposit kept with the bank by a third party.
Approval from the bank for assignment of loan is awaited. The term loan
was applied for the purposes for which it was obtained.
(xvii) According to information and explanation given to us, and on an
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short-term basis have been used for long-term
investment.
(xviii) According to information and explanation given to us, during
the period covered by our audit report, the company has not made
preferential allotment of equity shares to parties and companies
covered in the Register maintained under section 301 of the Companies
Act, 1956.
(xix) In our opinion and according to the information and explanations
given to us, the Company has not issued any secured debentures during
the period of our audit. Therefore, clause 4 (xix) of the Companies
(Auditors Report) Order, 2003 is not applicable to the company.
(xx) The company has disclosed the end use of the funds raised through
Preferential issue by way of notes to accounts.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the course of our audit.
For Haresh Upendra & Co,
Chartered Accountants,
Haresh B. Shah
Partner
Membership No.; 32208
Pune, December 05,2009
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