Mar 31, 2015
We have audited the accompanying financial statements of Thakral
Services (India) Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these 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 the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015, of its Loss and its cash flows for the year ended on
that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure I,
a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as 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 financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the
directors as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
f) With respect to the 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 does not have any pending litigations which would
impact its financial position;
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 required to be transferred, to the
Investor Education and Protection Fund by the Company.
Annexure I to Independent Auditors' Report
(i) In respect of the Company's Fixed Assets:
(a) As per the information and explanation provided to us, the Company
has maintained proper records showing full Particulars including
quantitative details and location of fixed assets.
(b) Fixed assets have been physically verified by the management during
the year and the discrepancies identified on such verification have
been properly dealt with in the books of accounts.
(ii) In respect of the Company's inventories:
(a) The Management has conducted physical verification of inventory at
reasonable intervals during the year;
(b) The procedures of physical verification of inventory followed by
the Management are reasonable and adequate in relation to the size of
the Company and the nature of its business;
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification;
(iii) (a) The Company has not granted any loans, secured or unsecured,
to any company, firm or other parties listed in the Register maintained
under Section 189 of the Act. Accordingly, clauses (iii) (a) & (iii)
(b) of paragraph 3 of Order are not applicable to the company and hence
not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, with
regard to purchase of inventory and fixed assets and for the sale of
goods and services. Further, during the course of our audit, we have
not observed any major weakness or continuing failure to correct any
major weakness in the aforesaid internal control system.
(v) The Company has not accepted any deposits from the public.
(vi) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under of sub
section (1), of Section 148 of the Act, for the company.
(vii) In respect of Company's statutory dues
(a) According to the information and explanations given to us and
according to the records as produced and examined by us, there were
delays in few cases in depositing with appropriate authorities the
undisputed statutory dues including Sales Tax, Service Tax, Custom
Duty, Excise Duty, Cess and other statutory dues to the extent
applicable to it. In case of Income tax, there is a delay for more than
six months as at March 31, 2015 from the date they become payable
amounting to Rs. 1,821,898.
(b) According to the information and explanations given to us, no
undisputed dues in respect of provident fund, Sales Tax, Income Tax,
Customs Duty, Wealth Tax, Service Tax, Cess and other material
statutory dues were in arrears as at 31st March 2015 for a period of
more than six months from the date they became payable,
(c) According to the records of the company, details of dues of
Income-tax, Sales tax, Wealth tax, Service Tax, Custom duty, Excise
duty, Value Added Tax and Cess on account of any dispute, which have
not been deposited as on March 31, 2015 are as follows:
Statue Nature of Dues Forum where Dispute is
pending
Income Tax Long Term capital Commissioner of
Act, 1961 loss Income Tax
Appeals (III)
Income Tax Warranty of Commissioner of
Act, 1961 provision, Income Tax
Reimbursement Appeals (III)
expenses etc.
Statue period to which Amount involved
the amount relates (in Rs.)
Income Tax Act, 1961 AY 2009-10 1,15,75,506/-
Income Tax Act, 1961 AY 2009-10 2,64,528/-
(d) There are no amounts that are due 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's does not have accumulated losses at the end of the
financial year. However, it has incurred cash losses in the current
financial year, but not in the immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution or banks. The Company did not have any outstanding dues in
respect of debenture holders during the year;
(x) 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;
(xi) Based on the information and explanations given to us by the
Management, term loans were applied for the purpose for which the loans
were obtained;
(xii) Based on our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing
practices in India, and according to the information and explanations
given to us, we have not come across any instance of fraud on or by the
Company, has been noticed or reported during course of our audit, nor
we have been informed of any such case by the Management.
For Brahmayya & Co.,
Chartered Accountants
ICAI Firm Registration No.000515S
G. Srinivas
Place: Bengaluru Partner
Date: May 29th, 2015 Membership No.086761
Mar 31, 2014
1.We have audited the accompanying financial statements of THAKRAL
SERVICES (INDIA) LIMITED (''The Company''), which comprise the Balance
Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash
Flow Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
2. 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 notified under the Companies Act, 1956 ("the
Act") read with General Circular 8/2014 dated April 04, 2014, issued by
the Ministry of Corporate Affairs. This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the 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 polices used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion:
6. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
a) In the case of the Balance Sheet, of the State of Affairs of the
Company as at March 31, 2014;
b) In the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and
c) In the case of Cash Flow Statement, of the Cash Flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) (''the Order'') issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we
give in the Annexure a statement on the matters specified in paragraphs
4 and 5 of the order.
8. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of the
books;
c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account;
d) In our opinion, the Balance Sheet, Statement of the Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
notified under the Act read with General Circular 8/2014 dated April
04, 2014, issued by the Ministry of Corporate Affairs; and
e) On the basis of written representations received from the Directors,
as on March 31, 2014, and taken on record by the Board of Directors,
none of the Directors is disqualified as on March 31, 2014, from being
appointed as a Director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
Annexure to Independent Auditors'' Report
Referred to paragraph 7 of our report of even date to the Members of
Thakral Services (India) Limited (''the Company") for the year ended 31
March, 2014
i) In respect of the Company''s Fixed Assets:
a) As per the information and explanation provided to us the Company
has maintained proper records showing full particulars, including
quantitative details and location of fixed assets.
b) The fixed assets are physically verified by the management according
to a phased programme designed to cover all the items over a period of
three years, which in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. Pursuant to the
programme portion of the fixed assets has been physically verified by
the management during the year and no material discrepancies between
the book records and the physical inventory have been noticed.
c) During the year, in our opinion, the Company has not disposed off
any major part of fixed assets and there by does not affect the going
concern status of the Company.
ii) In respect of the Companies inventories:
a) The Inventory has been physically verified by the management in our
opinion frequency of verification is reasonable.
b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the company and nature of its business.
c) On the basis of our examination of the records of inventory we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the books of records were not material and have
been properly dealt with in the books of accounts.
iii)
a) The Company has not given any loans, secured or unsecured, to any
company, firm or other parties listed in the Register maintained under
section 301 of the Act. Accordingly, clauses (iii) (b) to (iii) (d) of
paragraph 4 order are not applicable to the Company for the year.
b) The Company has taken loans, from companies, firms or other parties
listed in the Register maintained under section 301 of the Act. Details
are as follows:
Break up of Unsecured Loans from Associates
Opening Balance Maximum
Name of the Party (Rs.) Outstanding
during the
year(Rs.)
Thakral One Solutions Private Limited 10,150,049 22,402,519
Thakral Computers Pvt. Ltd. - 9,626,644
Raminder Singh - 2,300,931
Westminster Developments Pvt Ltd 4,813,192 4,813,192
Normandy Developments Pvt Ltd 5,954,749 5,954,749
Glade Trading Co.Pvt Ltd 1,287,818 1,287,818
Minnow Trading Co. Pvt Ltd 555,308 555,308
Inderbethal Singh Thakral 3,630,000 3,630,000
Total 26,391,116
Name of the Party Closing Balance (Rs.)
Thakral One Solutions Private Limited 19,165,910
Thakral Computers Pvt. Ltd. 9,626,644
Raminder Singh 2,300,931
Westminster Developments Pvt Ltd 4,813,192
Normandy Developments Pvt Ltd 5,473,199
Glade Trading Co.Pvt Ltd 1,287,818
Minnow Trading Co. Pvt Ltd 555,308
Inderbethal Singh Thakral 3,630,000
Total 46,853,002
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, with
regards to purchase of inventory, fixed assets and with regard to the
sale of goods. Further, on the basis of our examination, and according
to the information and explanations given to us, we have neither come
across nor have we been informed of any instance of major weakness in
the aforesaid internal control systems.
v) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that the transactions that need to be entered into the register
maintained under Section 301 of the Act, have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under section 301 of
the Act, exceeding the value of rupees five lakh in respect of each
party during the year have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
vi) According to the information and explanations given to us, the
Company has not accepted any deposits from the public within the
meaning of sections 58A and 58AA of the Act and the rules framed there
under.
vii) In our opinion, the company has an Internal Audit System
commensurate with the size of the Company and nature of its business.
viii) To the best of our knowledge and as explained, the Central
Government has not prescribed the maintenance of Cost Records under
clause (d) of sub-section (1) of section 209 of the Act, for the
services rendered by the Company.
ix) In respect of the Companies Statutory dues
(a) According to the information and explanations given to us and
according to the records as produced and examined by us, in our
opinion, the Company is regular in depositing with appropriate
authorities the undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and other statutory dues to the extent applicable to it.
There are no arrears of outstanding statutory dues as at March 31, 2014
for a period of more than six months from the date they became payable.
Further, there have been delays of few days in case remittance of the
statutory dues of Employee Provident Fund, Employee State Insurance,
Professional Tax, Service Tax, Tax deducted at source and Sales Tax.
(b) According to the information and explanations given to us, there
are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth
Tax, Service Tax and Excise Duty and Cess which have not been deposited
on account of dispute except the following:
Period to which the
Nature of the Nature of the dues Amount in (Rs.) amount relates
Statue
Income tax Long Term Capital 1,15,75,506/- * AY 2009-10
Act, 1961 Loss
Income tax Warranty Provision 2,64,528/- * AY 2009-10
Act, 1961 Reimbursement of
Expenses etc.,
Nature of the Statute Forum where dispute is pending
Income tax Act, 1961 Commissioner of Income Tax  Appeals (III)
Income tax Act, 1961 Commissioner of Income Tax  Appeals (III)
* The assessing officer has reduced the loss of respective assessment
year from the returned loss of the Company. The amount represents the
tax impact of loss reduced by assessing officer.
x) The Company does not have accumulated losses as at March 31, 2014
and has not incurred any cash losses during the financial year covered
by our Audit or in the immediately preceding financial year.
xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that
Company has not defaulted in repayment of dues to the Financial
Institutions and banks. The Company has not issued any Debentures.
xii) Based on our examination of documents and records, 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, the Company is not a Chit fund / Nidhi / Mutual
Benefit Fund / Society. Accordingly Clause
(xiii) of paragraph 4 of the Order is not applicable to the Company.
xiv) In our opinion, the Company is not dealing in or trading in
Shares, Securities, Debentures and other Securities. Accordingly,
clause
(xiv) of paragraph 4 of the Order is not applicable to the Company.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. Accordingly, paragraph 4 (xv) of the order
is not applicable.
xvi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.
xvii) According on the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
xviii) The Company has not made preferential allotment of shares to
parties and Companies covered in the register maintained under Section
301 of the Companies Act. Accordingly, clause (xviii) of the paragraph
4 of the order is not applicable to the Company.
xix) The Company did not have any outstanding debentures during the
year and accordingly, clause
(xix) of paragraph 4 of the Order is not applicable to the Company.
xx) The Company has not raised any money by Public Issues during the
year and accordingly clause
(xx) of the paragraph 4 of the Order is not applicable.
xxi) Based on our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing
practices in India, and according to the information and explanations
given to us, we have not come across any instance of the fraud on or by
the Company, has been noticed or reported during course of our audit,
nor we have been informed of any such case by the Management.
For Brahmayya & Co.
Chartered Accountants
ICAI Firm''s Registration
No.:000515S
G. Srinivas
Place: Bengaluru Partner
Date : May 29,2014 Membership No.:086761
Mar 31, 2012
We have audited the attached Balance sheet of M/s. THAKRAL SERVICES
(INDIA) LIMITED ('the Company') as at 31st March, 2012, Profit and
Loss Account and the cash flow statement of the Company for the year
ended on that date, annexed thereto. These financial statements are the
responsibility of the Company's management Our responsibility is to
express an opinion on these financial statements based on our audit.
1. We have 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 base, 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.
2. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) ('the Order') issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956
('the Act'), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said order.
3. Further to our comments in the Annexure referred to in paragraph 3
above, we report as follows:
i) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
ii) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of the
books;
iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv) In our opinion, the Balance Sheet, Profit 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;
v) On the basis of written representations received from the Directors,
as at 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the Directors is disqualified as on 31st March,
2012 from being appointed as a Director in terms of section 274(1) (g)
of the Act;
vi) In our opinion and to the best of our information and according to
the explanations given to us, the accounts read with the notes thereon
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, 2012;
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 Cash Flow Statement, of the Cash Flows of the Company
for the year ended on die date.
The Annexure referred to in paragraph 3 of our report of even date to
the members of Thakral Services (India) Limited ('the Company') for the
year ended 31st March, 2012.
i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) The fixed assets are physically verified by the management according
to a phased programme designed to cover all the items over a period of
three years, which in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. Pursuant to the
programme portion of the fixed assets have been physically verified by
the management during die year and no material discrepancies between
the book records and the physical inventory have been noticed.
c) There was no substantial disposal of fixed assets during the year.
ii) a) The inventory has been physically verified by the management In
our opinion, the frequency of verification is reasonable.
b) The procedure of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the company and nature of the business.
c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt within the books of accounts.
iii) (a) The Company has not granted any loans, secured or unsecured,
to/from any company, firm or other parties listed in the Register
maintained under section 301 of the Act. Accordingly, clauses
(iii) (a), (iii) (b), (iii) (c) and (iii) (d) are not applicable for
the year.
(b) The Company has taken interest free loans, from companies, firms or
other parties listed in the Register maintained under section 301 of
the Companies Act, 1956. Details are as follows:
Sl. Name Maximum Amount Closing balance
No. Outstanding (Rs.)
during the year
(Rs.)
1 Thakral One Solutions Pvt. Ltd 1,32,96,904 81,17,554
2 Westminster Developments Pvt. Ltd 48,13,192 48,13,192
3 Normandy Developments Pvt. Ltd 59,54,749 59,54,749
4 Glade Trading Co. Pvt. Ltd 39,08,900 12,87,818
5 Minnow Trading Co. Pvt Ltd 5,55,308 5,55,308
6 Inderbethal Singh Thakral 36,30,000 36,30,000
Total 2,43,58,621
(c) The rate of interest and other terms and conditions are prima facie
not prejudicial to the interest of the company.
(d) Since the aforesaid loans taken by the company are repayable on
demand and there is no repayment schedule, the question of repayment
being regular does not arise.
iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services.. Further during the course of our audit, we have not observed
any major weakness or continuing failure to correct any major weakness
in the aforesaid internal control systems.
a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, 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 the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 exceeding the value of rupees five lakh in
respect of each party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
vi) According to the information and explanations given to us, the
Company has not accepted any deposits from the public; as such the
provisions of sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975, do not apply.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) The Central Government has not prescribed the maintenance of Cost
Records under section 209(l)(d) of the Companies Act, 1956.
ix) (a) According to the information and explanations given to us and
according to the records as produced and examined by us, in our
opinion, the Company is generally regular, though there have been few
delays in depositing with appropriate authorities the undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
statutory dues to the extent applicable to it. There are no arrears of
outstanding undisputed statutory dues as at 31st March, 2012 for a
period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth
Tax, Excise Duty, Cess which have not been deposited on account of any
dispute.
x) The Company does not have accumulated losses as at 31st March, 2012,
after giving the effect of the Order of the Honourable High court of
Karnataka with respect to Capital Reduction application of the Company
as referred in Note No. 31 of notes to financial statements and has not
incurred any cash losses during the financial year covered by our Audit
or in the immediately preceding financial year.
xi) Based on our audit procedures and as per the information and
explanations given by the Management, we are of the opinion that the
Company has not defaulted in repayment of dues to the financial
institution or banks. The Company has not issued any Debentures.
xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities. Accordingly,
paragraph 4 (xii) of the Order is not applicable.
xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Accordingly, paragraph 4(xiii) (a) to 4(xiii) (d)
of the Order are not applicable to the Company.
xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly,
paragraph 4(xiv) of the Order is not applicable.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. Accordingly, paragraph 4 (xv) of the Order
is not applicable.
xvi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.
xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment
xviii) The Company has not made any preferential allotment of shares to
parties and Companies covered in die Register maintained under section
301 of the Companies Act, 1956. Accordingly, paragraph 4 (xviii) of the
order is not applicable.
xix) The Company did not have any outstanding debentures during the
year. Accordingly, paragraph 4 (xix) of the Order is not applicable.
xx) The Company has not raised any money by public issues during the
year. Accordingly, paragraph 4 (xx) of die Order is not applicable.
xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the Management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For Brahmayya & Co.,
Firm Registration No.:000515S
Chartered Accountants
(G. SRINIVAS)
Partner
Membership No. 086761
Place: Bangalore
Date :.29.05.2012
Mar 31, 2011
1. We have audited the attached Balance sheet of M/s. THAKRAL SERVICES
(INDIA) LIMITED ('the Company') as at 31 st March, 2011, Profit and
Loss Account and aiso the cash flow statement for the year ended on
that date annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We have conducted our audit in accordance with auditing standards
generally accepted in India. These 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 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 and based on such checks as we
considered appropriate and according to the information and
explanations given to us, we state our comments on the matters
specified in paragraphs 4 and 5 of the said order in the Annexure
enclosed.
4. Further to our comments intheAnnexure referred to 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 purpose of our
aud it;
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 the
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
ofclause(g) of sub-section(l) of section 274 of the Companies Act 1956;
and
f. In our opinion and to the best of our information and according to
the explanations given to us, the accounts read with 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 31 st March, 2011:
(ii)In the case of the Profit and Loss Account,of the Profit for the
year ended on that date; and
(iii) In the case of Cash Flow Statement, oftheCash Flow for the year
ended on the date.
Annexure to Auditors' Report
Referred to in paragraph 3 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) All the assets have been physically verified by the management
during the year and there is a regular programme 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) During the year, in our opinion, the Company has not disposed off
any major part of fixed assets and there by does not affects the going
concern status of the Company.
ii) (a) The inventory has been physically verified by the management
during the year. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedure of physical verification of inventories
followed the management are reasonable and adequate in relation to the
size of the company and nature of the business.
(c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt within the books of accounts. ;
iii) (a) The Company has not given any loans, secured or unsecured, to
any company, firm or other parties listed in the Register maintained
under section 301 of the Act. Accordingly, clauses (iii) (b), (iii)
(c)and(iii) (d) of paragraph 4 of the Order are not applicable for the
year.
(e) The Company has taken interest free loans, from companies, firms or
other parties listed in the Register maintained under section 301 ofthe
Companies Act, 1956. Details are as follows:
SL Name Maximum Amount Balance as at
No. Outstanding 31st March, 2010
during (Rs.)
the year
ð (Rs.)
1 Raffles Solutions Pvt.Ltd 2,13,36,323 1,16,83,682
2 Westminster Developments
Pvt Ltd 8,13,192 48,13,192
3 Normandy Developments Pvt Ltd 9,59,411 59,54,749
4 Glade Trading Co.Pvt Ltd 39,08,900 39,08,900
5 Minnow Trading Co. Pvt ltd 6,07,722 5,55,308
6 Netizen Properties Pvt Ltd. 73,60,674 73,60,674
7 Thakral Computers Private 7,00,000 7,00,000
Limited
8 Inderbethal Singh Thakral 36,30,000 36,30,000
Total 3,86,06,505
(f) The rate of interest and other terms and conditions are prima facie
not prejudicial to the interest of the company.
(g) Since the aforesaid loans taken by the company are repayable on
demand and there is no repayment schedule, the question of repayment
being regular does not arise.
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 with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. Further, on the basis of our examination,
and according to the information and explanations given to us, we have
neither come across nor have we been informed of any instance of major
weakness in the aforesaid internal control systems.
v) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, 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 the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 exceeding the value of rupees five lakh in
respect of each party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
vi) According to the information and explanations given to us, the
Company has not accepted any deposits from the public; as such the
provisions of sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975, do not apply.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) The central Government has not prescribed the maintenance of Cost
Records under section 209(1) (d) of the Companies Act, 1956.
ix) (a) According to the information and explanations given to us and
according to the records as produced and examined by us, in our
opinion, the Company is generally regular, though there have been
delays in depositing with appropriate authorities the undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
statutory dues to the extent applicable to it. There are no arrears of
outstanding undisputed statutory dues as at 31 st March, 2011 for a
period of more than six months from the date they became payable.
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b According to the records of the Company and information and
explanations given to us, there are no dues in respect of Sales Tax,
Income Tax, Customs Dufy, Wealth Tax, Service Tax, Excise Duty /Cess
which have not been deposited on account of dispute.
x) The Company has accumulated losses as at 31 st March, 2011, which
are more than fifty percent of its net worth. However, the Company has
not incurred any cash losses during the financial year covered by our
Audit or in the immediately preceding financial year.
xi) Based on our audit procedures and According to the information and
explanations given to us, we are of the opinion that Company has not
defaulted in repayment of dues to the financial institutions/ banks.
The Company has not issued any Debentures.
xii) According to the information and 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. Accordingly,
clause (xii) of paragraph 4 of the Order is not applicable for the
year.
xiii) The provisions of any special statute applicable to Chit Fund /
Nidhi / Mutual Benefit Fund / Societies are not applicable to the
Company. Accordingly, clause (xiii) of paragraph 4 of the Order is not
applicable.
xiv) In our opinion and according to the information and explanations
given to us, the Company is not a dealer or a trader in Securities.
Accordingly, clause (xiv) of paragraph 4 of the Order is not
applicable.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. Accordingly, clause (xv) of paragraph 4 of
the Order is not applicable for the year.
xvi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.
xvii) Based on the information and explanations given to us and an
overall examination of the Balance Sheet of the Company, in our
opinion, there are no funds raised on short term basis which have been
used for long term investment.
xviii) The Company has not made any preferential allotment of shares to
parties and Companies covered in the Register maintained under section
301 of the Companies Act, 1956 during the year and therefore paragraph
4 Clause (xviii) of the order is not applicable to the Company.
xix) The Company has not issued debentures during the year and
therefore paragraph 4 (xix) of the Order is not applicable.
xx) The Company has not raised any money by public issues during the
year and therefore paragraph 4 (xx) of the Order is not applicable.
xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanation given to us, we have neither come across any instance of
the fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the management.
For Brahmayya & Co.,
Firm Registration No.:000515S
Chartered Accountants
G. Srinivas
Partner
Membership No.:086761
Place : Bangalore
Date : 26th August, 2011
Mar 31, 2010
1. We have audited the attached Balance sheet of M/s. THAKRAL SERVICES
(INDIA) LIMITED (the Company) as at 31 st March, 2010, Profit and Loss
Account and also the cash flow statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We have conducted our audit in accordance with auditing standards
generally accepted in India. These 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 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 and based on such checks as we
considered appropriate and according to the information and
explanations given to us, we state our comments on the matters
specified in paragraphs 4 and 5 of the said order in the Annexure
enclosed.
4. Further to our comments in the Annexure referred to 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 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 the
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 31 st March, 2010 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31 st 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;
and
f. In our opinion and to the best of our information and according to
the explanations given to us, the accounts
read with 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 31 st March, 2010:
(ii) In the case of the Profit and Loss Account, of the Profit for the
year ended on that date; and
(iii) In the case of Cash Flow Statement, of the Cash Flow for the year
ended on the date.
Annexure to Auditors Report
Referred to in paragraph 3 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) All the assets have been physically verified by the management
during the year and there is a regular programme 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) During the year, in our opinion, the Company has not disposed off
any major part of fixed assets and there by does not affects the going
concern status of the Company.
ii) (a) The inventory has been physically verified by the management
during the year. In our opinion, the frequency of verification is
reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedure of physical verification of inventories
followed the management are reasonable and adequate in relation to the
size of the company and nature of the business.
(c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt within the books of accounts.
iii) (a) The Company has not granted any loans secured or unsecured, to
Companies, firms or other parties listed in the Register maintained
under section 301 of the Companies Act, 1956. As the Company has not
granted any loans, secured or unsecured, to parties listed in the
Register maintained under section 301 of the Companies Act, 1956,
paragraphs (iii) (b), (c) and (d) of the Order, are not applicable.
(b) The Company has taken loans, from companies, firms or other parties
listed in the .Register maintained under section 301 of the Companies
Act, 1956. Details are as follows:
Maximum Amount
Outstanding
during Balance as at
SL.
No.Name the year 31st March,
2010 (Rs.)
1 Raffles Solutions Pvt. Ltd 3,10,17,642 1,98,68,694
2. Westminster Developments Pvt Ltd 53,79,691 48,13,192
3. Normandy Developments Pvt Ltd 59,81,800 59,59,411
4. Glade Trading Co.Pvt Ltd 39,08,900 39,08,900
5. Minnow Trading Co. Pvt. Ltd. 6,14,046 6,07,722
6. Thakral Computers Pvt. Ltd. 1,46,18,076 NIL
Total 3,51,57,919
In our opinion the rate of interest and other terms and conditions of
the loans are not, prima facie, prejudicial to the interest of the
company.
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 with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. Further, on the basis of our examination,
and according to the information and explanations given to us, we have
neither come across nor have we been informed of any instance of major
weakness in the aforesaid internal control systems.
v) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, 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 the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 exceeding the value of rupees five lakh in
respect of each party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
vi) According to the information and explanations given to us, the
Company has not accepted any deposits from the public; as such the
provisions of sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975, do not apply.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) The Central Government has not prescribed the
maintenance of Cost Records under section 209(1) (d) of the Companies
Act, 1956.
ix) (a) According to the information and explanations given to us and
according to the records as produced and examined by us, In our
opinion, the Company is generally regular, though there have been
slight delays in depositing with appropriate authorities the undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
statutory dues to the extent applicable to it. There are no arrears of
outstanding undisputed statutory dues as at 31* March, 2010 for a
period of more than six months from the date they became payable.
Further^ since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the records of the Company and information and
explanations given to us, there are no dues in respect of Sales Tax,
Income Tax, Customs Duty, Wealth Tax, Service Tax.Excise Duty/Cess
which have not been deposited on account of dispute;
x) The Company has accumulated losses as at 31 st March, 2010, which are
more than fifty percent of its net worth. The Company not incurred any
cash losses during the financial year covered by our Audit or in the
immediately preceding financial year.
xi) According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to banks. The Company
has no dues to Financial Institutions and the Company has not issued
any Debentures.
xii) According to the information and 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) The provisions of any special statute applicable to Chit Fund /
Nidhi / Mutual Benefit Fund / Societies are not applicable to the
Company.
xiv) In our opinion and according to explanations given to us, the
Company is not a dealer or a trader in Securities. xv) According to
the information and explanations given to us, the Company has not given
any guarantee for loans taken by others from bank or financial
institutions.
xvi) According to the information and explanations given to us, the
Company has not obtained any term loans during the year. xvii) Based
on the information and explanations given to us and an overall
examination of the Balance Sheet of the Company, In our opinion, there
are no funds raised on short term basis which have been used for long
term investment.
xviii) The Company has not made any preferential allotment of shares to
parties and Companies covered in the Register maintained under section
301 of the Companies Act, 1956 during the year and therefore paragraph
4 Clause (xviii) of the order is not applicable to the Company.
xix) The Company has not issued debentures during the year and
therefore paragraph 4 (xix) of the Order is not applicable.
xx) The Company has not raised any money by public issues during the
year and therefore paragraph 4 (xx) of the Order is not applicable.
xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanation given to us, we have neither come across any instance of
the fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the management.
For Brahmayya & Co.,
Firm Registration No.:000515S
Chartered Accountants
G. Srinivas
(Partner)
Membership No. 086761
Place : Bangalore
Date : 27th August, 2010
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