Mar 31, 2019
INDEPENDENT AUDITOR''S REPORT
To
The Members of Ultramarine & Pigments Limited
Report on the Financial Statements
1. Opinion
1.1 We have audited the financial statements of Ultramarine & Pigments Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2019, and the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and Notes to the Financial Statements, including a Summary of Significant Accounting Policies and other explanatory information ( "the financial statements").
1.2 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, 2019, and Profit, changes in equity and its cash flows for the year ended on that date
2 Basis for Opinion
2.1 We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3 Key Audit Matters
3.1 Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no other key audit matters to be communicated in our report
4 Information Other than the Financial Statements and Auditor''s Report Thereon
4.1 The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in Board''s Report including Annexures to Board''s Report and Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon.
4.2 Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
4.3 In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
4.4 If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
5 Responsibilities of Management and Those Charged with Governance for the Financial Statements
5.1 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, changes in equity 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. 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.
5.2 In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
5.3 Those Board of Directors are also responsible for overseeing the Company''s financial reporting process 6 Auditor''s Responsibilities for the Audit of the Financial Statements
6.1 Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
6.2 As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also
a. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
d. Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
e. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation
6.3 We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
6.4 We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
6.5 From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication
7 Report on Other Legal and Regulatory Requirements
7.1 As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
7.2 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, Statement of Changes in Equity 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 Indian Accounting Standards prescribed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting; and
g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirement of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.
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 does not have any pending litigations which would impact its financial position - Refer Note 37 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.
For Brahmayya & Co.
Chartered Accountants Firm''s registration number: 000511S
R. Nagendra Prasad
Place: Chennai Partner
Date: 15th May, 2019 Membership number: 203377
Annexure - ''A'' to Independent Auditors'' Report
[Referred to in paragraph 7.1 under ''Report on Other Legal and Regulatory requirements'' of our Report of even date]
On the basis of such checks as considered appropriate and in terms of the information and explanation furnished to us, we state as under:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) As explained to us, the company has a program of verification to cover all items of fixed assets in a phased manner which, in our opinion, is reasonable. Pursuant to the program, the management carried out the physical verification of the fixed assets during the year. The discrepancies noticed on such verification were not material;
(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 except in one case wherein a portion of land costing Rs 28,750/- for which the title of property in the name of the company as per revenue records and in occupation of a third party claiming the title and the company has taken steps to protect its title and the case is pending disposal.
(ii) As explained to us, the inventories have been physically verified during the year by the management. The discrepancies noticed on physical verification of the same were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account;
(iii) In our opinion and according to the information and explanations given to us, the company has not granted any loans secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, clauses (iiia), (iiib) and (iiic) of paragraph 3 of the Order are not applicable to the company for the year;
(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and securities granted in respect of which the provisions of section 185 and 186 of the Act are applicable.
(v) The Company has not accepted any deposit to which the provisions of Sections 73 to 76 of the Act and The Companies (Acceptance of Deposits) Rules, 2014 would apply. As informed to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal related to compliance with above provisions.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained. We have not, however, made a detailed examination of the cost records with a view to determining whether they are accurate or complete;
(vii) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, Goods and Services Tax, duty of customs, duty of excise, value added tax, cess and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2019, for a period of more than six months from the date they became payable.
(b) According to the records of the company and information and explanations given to us, there are no outstanding amounts in respect of service tax, goods and services tax that have not been deposited with the appropriate authorities on account of any dispute. Disputed income tax, value added tax, duty of customs, duty of excise that have not been deposited on account of disputed matters pending before appropriate authorities are as under:
Name of the Statute |
Nature of Dues |
Amount in Rs Lakhs |
Year to which it relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Income tax |
0.51 |
Financial Year 2005-06 |
Commissioner of Income Tax (Appeals), Mumbai |
Income Tax Act, 1961 |
Income tax |
30.36 |
Financial Year 2009-10 |
Commissioner of Income Tax (Appeals), Mumbai |
Income Tax Act, 1961 |
Income tax |
106.80 |
Financial Year 2011-12 |
Commissioner of Income Tax (Appeals), Mumbai |
Tamil Nadu Value Added Tax Act, 2006 |
Tamil Nadu Value Added Tax |
12.60 |
Financial Year 2012-13, 2013-14 and 2015-16 |
Appellate Deputy Commissioner of Commercial Taxes, Chennai |
Tamil Nadu Value Added Tax Act, 2006 |
Tamil Nadu Value Added Tax |
8.41 |
Financial Year 2013-14 & 2014-15 |
Joint Commissioner of Commercial Taxes, Chennai |
Amounts paid under protest and not charged to Statement of Profit and Loss has not been included above. [Refer Note 37 to the financial statements].
(viii) According to the information and explanations given to us, the company did not avail any loan or borrowings from banks or financial institutions and also did not have any debentures outstanding during the year under report. Accordingly, the provisions of clause 3(viii) of the Order are not applicable;
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and the company has not availed any term loans during the year and accordingly, the provisions of clause 3(ix) of the Order are not applicable.
(x) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud by the company or on the company by its officers or employees has been noticed or reported during the year under report.
(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
For Brahmayya & Co. |
|
Chartered Accountants |
|
Firm''s registration number: 000511S |
|
R. Nagendra Prasad |
|
Place: Chennai |
Partner |
Date: 15th May, 2019 |
Membership number: 203377 |
ANNEXURE - "B" TO AUDITORS'' REPORT
Referred to in paragraph 7.2(f) of our report of even date
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
1. We have audited the internal financial controls over financial reporting of Ultramarine & Pigments Limited ("the Company") as of 31 March 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Brahmayya & Co. |
|
Chartered Accountants |
|
Firm''s registration number: 000511S |
|
R. Nagendra Prasad |
|
Partner |
|
Date: 15th May, 2019 |
Membership number: 203377 |
Mar 31, 2018
Report on the Financial Statements
1. We have audited the accompanying financial statements of Ultramarine & Pigments Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Act (âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015. 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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.
5. 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 auditorâs 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 Companyâs preparation of the 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 financial statements.
6. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
7. 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 31 March 2018 and its profits, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
8. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure - âAâ, a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.
9. 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, Statement of Changes in Equity and the Statement of Cash Flow 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 Companies (Indian Accounting Standards) Rules, 2015;
(e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164 (2) of the Act; and
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure - âBâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting; and
(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 financial statements - Refer Note 37 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
Annexure - âAâ to Independent Auditorsâ Report
[Referred to in paragraph 8 under âReport on Other Legal and Regulatory requirementsâ of our Report of even date]
On the basis of such checks as considered appropriate and in terms of the information and explanation furnished to us, we state as under:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) As explained to us, the company has a program of verification to cover all items of fixed assets in a phased manner which, in our opinion, is reasonable. Pursuant to the program, the management carried out the physical verification of the fixed assets during the year. The discrepancies noticed on such verification were not material;
(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 except in one case wherein a portion of land costing Rs. 28,750/- for which the title of property in the name of the company as per revenue records and in occupation of a third party claiming the title and the company has taken steps to protect its title and the case is pending disposal.
Immovable properties of land whose title deeds have been pledged with banks as security for term loans, are held in the name of the company based on the Mortgage deed executed between the Bank and the Company for which confirmations have been obtained from respective bankers.
(ii) As explained to us, the inventories have been physically verified during the year by the management. The discrepancies noticed on physical verification of the same were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account;
(iii) In our opinion and according to the information and explanations given to us, the company has not granted any loans secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, clauses (iiia), (iiib) and (iiic) of paragraph 3 of the Order are not applicable to the company for the year;
(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and securities granted in respect of which the provisions of section 185 and 186 of the Act are applicable.
(v) The Company has not accepted any deposit to which the provisions of Sections 73 to 76 of the Act and The Companies (Acceptance of Deposits) Rules, 2014 would apply. As informed to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal related to compliance with above provisions.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained. We have not, however, made a detailed examination of the cost records with a view to determining whether they are accurate or complete;
(vii) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, Goods and Services Tax, duty of customs, duty of excise, value added tax, cess and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2018, for a period of more than six months from the date they became payable.
(b) According to the records of the company and information and explanations given to us, there are no outstanding amounts in respect of service tax, goods and services tax that have not been deposited with the appropriate authorities on account of any dispute. Disputed income tax, value added tax, duty of customs, duty of excise that have not been deposited on account of disputed matters pending before appropriate authorities are as under:
Name of the Statute |
Nature of Dues |
Amount in Rs.Lakhs |
Year to which it relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Income tax |
0.51 |
Financial Year 2005-06 |
Commissioner of Income Tax (Appeals), Mumbai |
Income Tax Act, 1961 |
Income tax |
30.36 |
Financial Year 2009-10 |
Commissioner of Income Tax (Appeals), Mumbai |
Income Tax Act, 1961 |
Income tax |
106.80 |
Financial Year 2011-12 |
Commissioner of Income Tax (Appeals), Mumbai |
Tamil Nadu Value Added Tax Act, 2006 |
Tamil Nadu Value Added Tax |
8.41 |
Financial Years 2013-14 and 2014-15 |
Joint Commissioner of Commercial Taxes, Chennai |
Tamil Nadu Value Added Tax Act, 2006 |
Tamil Nadu Value Added Tax |
15.46 |
Financial Year 2012-13, 2013-14 and 2015-16 |
Appellate Deputy Commissioner of Commercial Taxes, Chennai |
Central Excise Act, 1944 |
Excise Duty |
29.37 |
Financial Year 2007-08 |
Customs, Excise and Service Tax Appellate Tribunal, Chennai |
Amounts paid under protest and not charged to Statement of Profit and Loss has not been included above. [Refer Note 37] to the financial statements].
(viii) According to the information and explanations given to us, the company did not avail any loan or borrowings from banks or financial institutions and also did not have any debentures outstanding during the year under report. Accordingly, the provisions of clause 3(viii) of the Order are not applicable;
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and the company has not availed any term loans during the year and accordingly, the provisions of clause 3(ix) of the Order are not applicable.
(x) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud by the company or on the company by its officers or employees has been noticed or reported during the year under report.
(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, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations 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.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
ANNEXURE - âBâ TO AUDITORSâ REPORT
Referred to in paragraph 9 (f) of our report of even date
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
1. We have audited the internal financial controls over financial reporting of Ultramarine & Pigments Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Brahmayya & Co.
Chartered Accountants
Firmâs registration number: 000511S
R. Nagendra Prasad
Place: Chennai Partner
Date: 30th May, 2018 Membership number: 203377
Mar 31, 2015
We have audited the accompanying financial statements of Ultramarine &
Pigments Limited ("the Company"), which comprise the Balance Sheet as
at 31 March 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 Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Act ("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 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 31 March 2015 and its profit and its cash flows for the year ended
on that date.
Emphasis of Matter
We draw attention to the following matters in the notes to the
financial statements:
We refer to Note 7.6 to the financial statements regarding appointment
of and remuneration of Rs.1,33,054 paid to Joint Managing Director
during the year as approved by the Board of Directors. The same is
subject to ratification and approval by members in ensuing annual
general meeting.
Our opinion is not modified 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 the 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 31 March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 4.1 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 has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure to Independent Auditor's Report
[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
requirements' of our Report of even date]
On the basis of such checks as considered appropriate and in terms of
the information and explanation furnished to us, we state as under:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets;
(b) As explained to us, the management carries out the physical
verification of the fixed assets at reasonable intervals. The
discrepancies noticed on such verification were not material;
(ii) (a) As explained to us, the inventories have been physically
verified during the year by the management. In our opinion, having
regard to the nature and location of stocks, the frequency of the
physical verification is reasonable;
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business;
(c) In our opinion, the Company is maintaining proper records of
inventory and the discrepancies noticed on physical verification of the
same were not material in relation to the operations of the Company and
the same have been properly dealt with in the books of account;
(iii) The Company has not granted or accepted any loan, secured or
unsecured to companies, firms or other parties covered in the register
maintained under section 189 of the Act;
(iv) In our opinion, 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. During the course of our audit, no
major weakness has been noticed in the internal control system;
(v) The Company has not accepted any deposit to which the provisions of
Sections 73 to 76 of the Act and The Companies (Acceptance of Deposits)
Rules, 2014 would apply. As informed to us, no order has been passed by
Company Law Board or National Company Law Tribunal or Reserve Bank of
India or any court or any other tribunal related to compliance with
above provisions.
(vi) We have broadly reviewed the books of account maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the Central Government under section 148(1) of the Act
and are of the opinion that prima-facie, the prescribed accounts and
cost records have been made and maintained. We have not, however, made
a detailed examination of the cost records with a view to determining
whether they are accurate or complete;
(vii) (a) According to the information and explanations given to us and
the records examined by us, the Company is regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, employees' state insurance, income-tax, sales-tax, wealth-tax,
service tax, duty of customs, duty of excise, value added tax, cess and
other statutory dues and there are no undisputed statutory dues
outstanding as at 31st March 2015, for a period of more than six months
from the date they became payable.
(b) According to the records of the company and information and
explanations given to us, there are no outstanding amounts in respect
of duty of customs, wealth tax, duty of excise and cess that have not
been deposited with the appropriate authorities on account of any
dispute. Disputed income tax, value added tax that have not been
deposited on account of disputed matters pending before appropriate
authorities are as under:
Name of the Nature of Amount
Statute the dues (Rs.)
Income tax Act, Income-tax 51,434
1961
Income tax Act, Income-tax 30,35,744
1961
Income tax Act, Income-tax 1,54,27,120
1961
Tamilnadu Value Tamilnadu 4,12,758
Added Tax, 2006 Value Added
Tax
Tamilnadu Value Tamilnadu 8,40,846
Added Tax, 2006 Value Added
Tax
Name of the Year to Forum where dispute is pending
Statute which
relates
Income tax Act, Financial Commissioner of Incometax
1961 Year 2005-06 (Appeal), Mumbai
Income tax Act, Financial Commissioner of Income tax
1961 Year 2009-10 (Appeal), Mumbai
Income tax Act, Financial Commissioner of Income tax
1961 Year 2011-12 (Appeal), Mumbai
Tamilnadu Value Financial Appellate Deputy Commissioner
Added Tax, 2006 Year 2012-13 of Commercial Taxes, Chennai
Tamilnadu Value Financial Joint Commissioner of
Added Tax, 2006 Year 2013-14 Commercial Taxes, Chennai
Amounts paid under protest and not charged to Statement of Profit and
Loss has not been included above. [Refer Note 4.1 (c)(i)] to the
financial statements].
(c) According to the information and explanations given to us the
amounts which were 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 has been
transferred to such fund within time.
(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year;
(ix) The Company has not defaulted in repayment of any dues to
financial institutions and banks;
(x) According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions;
(xi) In our opinion the term loans have been applied for the purpose
for which they 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 CNK & Associates LLP For Brahmayya & Co.
Chartered Accountants Chartered Accountants
Firm's registration Firm's registration
number: 101961W number: 000511S
H. V. Kishnadwala R. Nagendra Prasad
Partner Partner
Membership number: 37391 Membership number: 203377
Mumbai, May 27, 2015 Mumbai, May 27, 2015
Mar 31, 2014
Report on the Financial Statements
We have audited the accompanying financial statements of Ultramarine &
Pigments Limited (''the Company''), which comprise the Balance Sheet as
at March 31, 2014, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial posit on,
financial performance and cash flows of the Company in accordance
with the Accounting Standards referred to in sub-sect on (3C) of sect
on 211 of the Companies Act, 1956 (''the Act'') [which continue to be
applicable in respect of sect on 133 of the Companies Act, 2013 in
terms of General Circular 15/2013 dated 13 September 2013, 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entry''s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the profit
for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order'') issued by the Central Government of India in terms of sub-sect
on (4A) of sect on 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 sect on 227 (3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-sect on (3C) of sect on 211 of the Companies Act, 1956 [which
continue to be applicable in respect of sect on 133 of the Companies
Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013,
issued by the Ministry of Corporate Affairs];
e) On the basis of writ en 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-sect on (1) of
sect on 274 of the Companies Act, 1956.
Annexure to Independent Auditor''s Report
Referred in Paragraph 1 under the heading of "Report on Other Legal and
Regulatory Requirements" of our report of even date.
On the basis of such checks as considered appropriate and in terms of
the information and explanations given to us, we state as under:
1 (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of the fixed
assets;
1 (b) As explained to us, the management carries out the physical
verification of the fixed assets at reasonable intervals. The
discrepancies noticed on such verification, which were not material,
have been appropriately dealt with in the financial statements;
1 (c) The fixed assets disposed off by the Company during the year
were not substantial and therefore does not affect the going concern
assumption;
2 (a) As explained to us inventories have been physically verified
during the year by the management. In our opinion, having regard to the
nature and location of stocks, the frequency of the physical
verification is reasonable;
2 (b) In our opinion and as explained to us, the procedures of physical
verification of inventory followed by the management are reasonable and
adequate in relation to the size of the Company and the nature of its
business;
2 (c) In our opinion and according to the information and explanation
given to us, the Company is maintaining proper records of inventory and
the discrepancies noticed on physical verification between physicals
stocks and the book records were not material in relation to the
operations of the Company and the same have been properly dealt with in
the books of account;
3 (a) As per the information and explanations given to us, the Company
has not granted nor accepted any loan, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under sect on 301 of the Companies Act, 1956. Therefore, the provisions
of clause 3(b) to 3(g) of the paragraph 4 of the Order are not
applicable to the Company.
4 In our opinion and according to information and explanation 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, on the basis of our examination of the books of
account, and as explained to us, no major weakness has been noticed in
internal control system in respect of these areas and we have not
observed any continuing failure to correct major weakness in the same;
5 (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 Sect on 301 of the Companies Act, 1956 have been so
entered;
5 (b) To the best of our knowledge and belief and according to the
information and explanation given to us, the transactions made in
pursuance of contracts or arrangements entered in the Register
maintained under sect on 301 of the Companies Act, 1956 and exceeding
the value of Rs. 5,00,000 in respect of each party during the year have
been made at prices which are prima facie reasonable having regard to
the prevailing market prices at the relevant t me;
6 The Company has not accepted any deposits from the public
accordingly, clause (vi) of paragraph 4 of the Order is not applicable
to the Company;
7 In our opinion, the Company has an internal audit system commensurate
with the size of the Company and the nature of its business;
8 We have broadly reviewed the books of account maintained by the
Company pursuant to the Companies (Cost Account ng Records) Rules, 2011
prescribed by the Central Government under sect on 209(1)(d) of the
Companies Act, 1956 and are of the opinion that prima-facie, the
prescribed accounts and cost records have been made and maintained. We
have not, however, made a detailed examination of the cost records with
a view to determining whether they are accurate or complete;
9 (a) According to the information and explanations given to us and the
records examined by us, the Company is regular in depositing with
appropriate authorities undisputed statutory dues including Provident
Fund, Investor Education and Protect on Fund, Employees'' State
Insurance, Income-tax, Sales-tax / VAT, Wealth Tax, Service tax Custom
duty, Excise-duty, Cess and other material statutory dues applicable to
it and there are no undisputed statutory dues outstanding as at 31st
March 2014, for a period of more than six months from the date they
became payable;
9 (b) Disputed statutory dues that have not been deposited on account
of disputed matters in respect of Income Tax pending before appropriate
authorities are as under:
Name of the
Statute Nature of the Amount
(Rs.) Years to which Forum where
dispute is
dues the amount
pending
relates
Income Tax
Act, 1961 Income Tax 51,434 Assessment Commissioner of
Income Tax,
Year 2006-07 Appeals
Income Tax
Act, 1961 Income Tax *32,02,733 Assessment Commissioner of
Income Tax,
Year 2009-10 Appeals
Income Tax
Act, 1961 Income Tax *1,22,83,636 Assessment Commissioner of
Income Tax,
Year 2010-11 Appeals
Tamil Nadu
Value Tamil Nadu
VAT 10,15,810 Financial
Year Appellate
Deputy
Added Tax,
2006 2012-13 Commissioner of
Commercial
Taxes,
Chennai
*Amounts paid under protest and not charged to profit and loss
statement have not been included above. [Refer Note No. 4.1(c) of
Notes forming part of Financial Statements]
10 The Company does not have any accumulated losses as on 31st March
2014 and has not incurred any cash losses during the financial year
and in the immediately preceding financial year;
11 According to the books of account examined by us and as explained to
us, the Company has not defaulted in repayment of any dues to financial
institutions or banks;
12 Based on our examination of the records and as explained to us, the
Company has not granted any loans and/ or advances on the basis of
security by way of pledge of shares, debentures and other securities;
13 In our opinion, and as per information and explanation provided to
us, the Company is not a chit fund / nidhi / mutual benefit fund /
society. Therefore, the provisions of clause (xiii) of the paragraph 4
of the Order are not applicable to the Company;
14 During the year, the Company does not have any transactions in
respect of dealing and trading in shares, securities, debentures and
other investments. All shares, debentures and other securities held as
investments by the Company have been held by the Company in its own
name;
15 According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions;
16 According to the information and explanations given to us, term
loans taken by the Company, has been applied for the purpose for which
loans were obtained;
17 As explained to us and on 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 by the
Company;
18 During the year the Company has not made any preferential allotment
of shares to the parties or companies covered in the register
maintained under sect on 301 of the Companies Act, 1956;
19 During the year the Company has not issued any debentures
accordingly, the clause (xix) of the paragraph 4 of the Order is not
applicable to the Company;
20 The Company has not raised any money by way of public issues during
the year. Therefore, the provisions of clause (xx) of the paragraph 4
of the Order are not applicable to the Company;
21 As per the information and explanations given by the management to
us, we report that no fraud on or by the Company has been noticed or
reported during the year.
For and on behalf of
CNK & Associates LLP,
Chartered Accountants
Firm Registration No.: 101961W
H. V. Kishnadwala
Partner
Membership No.: 037391
Chennai
27th May, 2014
Mar 31, 2013
We have audited the accompanying financial statements of Ultramarine &
Pigments Limited (''the Company''), which comprise the Balance Sheet
as at March 31, 2013, and the Statement of Profit and Loss and Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment
of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003
(''the Order'') issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227 (3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
Annexure to Independent Auditor''s Report
Referred in Paragraph 1 under the heading of "Report on Other LegaL
and ReguLatory Requirements" of our report of even date.
On the basis of such checks as considered appropriate and in terms of
the information and expLanations given to us, we state as under:
1 (a) The Company has maintained proper records showing fuLL
particuLars, incLuding quantitative detaiLs and situation of the fixed
assets;
1 (b) As expLained to us, the management at reasonabLe intervaLs
carries out the physicaL verification of the fixed assets. The
discrepancies noticed on such verification, which were not materiaL,
have been appropriateLy deaLt with in the financiaL statements;
1 (c) The fixed assets disposed off by the Company during the year were
not substantiaL and therefore does not affect the going concern
assumption;
2 (a) As expLained to us inventories have been physicaLLy verified
during the year by the management. In our opinion, having regard to the
nature and Location of stocks, the frequency of the physicaL
verification is reasonabLe;
2 (b) In our opinion and as expLained to us, the procedures of physicaL
verification of inventory foLLowed by the management are reasonabLe and
adequate in reLation to the size of the Company and the nature of its
business;
2 (c) In our opinion and according to the information and expLanation
given to us, the Company is maintaining proper records of inventory and
the discrepancies noticed on physicaL verification between physicaLs
stocks and the book records were not materiaL in reLation to the
operations of the Company and the same have been properLy deaLt with in
the books of account;
3 (a) As per the information and expLanations given to us, the Company
has granted unsecured Loans to a party covered in the register
maintained under section 301 of the Companies Act, 1956. DetaiLs of
such unsecured Loan granted is as under:
Balance as on Maximum balance
outstanding
Name of the Party 31 March 2013
(Rs.) during the year
(Rs.)
Thirumalai Chemicals Limited Nil 13,642,774
3 (b) In case of the aforesaid unsecured Loans granted to a company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the rate of interest and the other terms and conditions are
not prima-facie prejudiciaL to the interests of the Company;
3 (c) In case of the aforesaid unsecured Loans granted to a company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the repayment of principaL amount and interest is reguLar;
3 (d) There is no overdue amount of Loans, incLuding interest, granted
to a company covered in the register maintained under Section 301 of
the Companies Act, 1956;
3 (e) As per the information and expLanations given to us, the Company
has not accepted secured or unsecured Loans from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Therefore, the provisions of cLause 3(f) and
3(g) of the paragraph 4 of the Order are not appLicabLe to the Company
4 In our opinion and according to information and explanation 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, on the basis of our examination of the books of
account, and as explained to us, no major weaknesses has been noticed
in internal control system in respect of these areas and we have not
observed any continuing failure to correct major weakness in the same;
5 (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;
5 (b) To the best of our knowledge and belief and according to the
information and explanation given to us, the trans actions made in
pursuance of contracts or arrangements entered in the Register
maintained under section 301 of the Companies Act, 1956 and exceeding
the value of Rs. 5,00,000 in respect of each party during the year have
been made at prices which are prima facie reasonable having regard to
the prevailing market prices at the relevant time;
6 The Company has not accepted any deposits from the public
accordingly, clause (vi) of paragraph 4 of the Order is not applicable
to the Company;
7 In our opinion, the Company has an internal audit system commensurate
with the size of the Company and the nature of its business;
8 We have broadly reviewed the books of account maintained by the
Company pursuant to the Companies (Cost Ac- counting Records) Rules,
2011 prescribed by the Central Government under section 209(1)(d) of
the Companies Act, 1956 and are of the opinion that prima-facie, the
prescribed accounts and cost records have been made and maintained. We
have not, however, made a detailed examination of the cost records with
a view to determining whether they are accurate or complete;
9 (a) According to the information and explanations given to us and the
records examined by us, the Company is regular in depositing with
appropriate authorities 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 material statutory dues applicable to it
and there are no undisputed statutory dues outstanding as at 31st March
2013, for a period of more than six months from the date they became
payable;
9 (b) Disputed statutory dues that have not been deposited on account
of disputed matters in respect of Income Tax pending before appropriate
authorities are as under:
Nature of Amount Years to which
the Forum where
dispute
Name of the
Statute the dues (Rs.) amount relates is pending
Assessment Year Commissioner
of Income Tax,
Income Tax
Act, 1961 Income Tax *51,434 2006-07 Appeals
Assessment Year Commissioner
of Income Tax,
Income Tax
Act, 1961 Income Tax *30,35,774 2010-11 Appeals
*Amounts paid under protest and not charged to profit and loss
statement have not been included above.
[Refer Note No. 4.1(c) of Notes forming part of Financial Statements]
10 The Company does not have any accumulated losses as on 31st March
2013 and has not incurred any cash losses during the financial year and
in the immediately preceding financial year;
11 According to the books of account examined by us and as explained to
us, the Company has not defaulted in repayment of any dues to financial
institutions or banks;
12 Based on our examination of the records and as explained to us, the
Company has not granted any loans and/or advances on the basis of
security by way of pledge of shares, debentures and other securities;
13 In our opinion, and as per information and explanation provided to
us, the Company is not a chit fund / nidhi / mutual benefit fund /
society. Therefore, the provisions of clause (xiii) of the paragraph 4
of the Order are not applicable to the Company;
14 During the year, the Company does not have any transactions in
respect of dealing and trading in shares, securities, debentures and
other investments. All shares, debentures and other securities held as
investments by the Company have been held by the Company in its own
name;
15 According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions;
16 According to the information and explanations given to us, term
loans taken by the Company, has been applied for the purpose for which
loans were obtained;
17 As explained to us and on 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 by the
Company;
18 During the year the Company has not made any preferential allotment
of shares to the parties or companies covered in the register
maintained under section 301 of the Companies Act, 1956;
19 During the year the Company has not issued any debentures;
Accordingly clause (xix) of the paragraph 4 of the Order is not
applicable to the Company;
20 The Company has not raised any money by way of public issues during
the year. Therefore, the provisions of clause (xx) of the paragraph 4
of the Order are not applicable to the Company;
21 As per the information and explanations given by the management to
us, we report that no fraud on or by the Company has been noticed or
reported during the year.
For and on behalf of
CONTRACTOR NAYAK & KISHNADWALA
Chartered Accountants
Firm Registration No. : 101961W
H. V. Kishnadwala
Partner, Membership No. 037391
Mumbai, 24th May, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Ultramarine &
Pigments Limited as at 31st March 2012 (hereinafter referred to as
"the Company"), the related Profit and Loss Statement 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.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003
(hereinafter referred to as "the Order"), issued by the Central
Government in terms of Section 227(4A) of the Companies Act, 1956, and
on the basis of such checks as considered appropriate and according to
the information and explanations given to us during the course of the
audit, we enclose in the Annexure hereto a statement on the matters
specified in paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to in above
paragraph, 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 the
books of the Company;
c) The Balance Sheet, Profit and Loss Statement and the Cash Flow
Statement dealt with by the report are in agreement with the books of
account of the Company;
d) In our opinion, the Balance Sheet, Profit and Loss Statement and the
Cash Flow Statement comply with the mandatory Accounting Standards
referred to in Section 211 (3C) of the Companies Act, 1956.
e) On the basis of written representations received from the directors
of the Company as on 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 Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the Notes to Financial Statements in Schedule 19, 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:
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 Profit and Loss Statement, of the Profit for the
year ended on that date,
c. In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Statement referred to in paragraph 3 of the Auditors' Report of even
date to the members of Ultramarine & Pigments Limited on the accounts
for the year ended 31st March 2012
On the basis of such checks as considered appropriate and in terms of
the information and explanations given to us, we state as under:
1 (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of the fixed
assets;
1 (b) As explained to us, the management at reasonable intervals
carries out the physical verification of the fixed assets. The
discrepancies noticed on such verification, which were not material,
have been appropriately dealt with in the financial statements;
1 (c) The fixed assets disposed off by the company during the year were
not substantial and therefore does not affect the going concern
assumption;
2 (a) As explained to us, inventories except Stock lying with third
parties, confirmation for which have been obtained,
have been physically verified during the year by the management. In our
opinion, having regard to the nature and location of stocks, the
frequency of the physical verification is reasonable;
2 (b) In our opinion and as explained to us, the procedures of physical
verification of inventory followed by the management are reasonable
and adequate in relation to the size of the Company and the nature of
its business;
2 (c) In our opinion and according to the information and explanation
given to us, the Company is maintaining proper records of inventory and
the discrepancies noticed on physical verification between physicals
stocks and the book records were not material in relation to the
operations of the Company and the same have been properly dealt with
in the books of account;
3 (a) As per the information and explanations given to us, the Company
has granted unsecured loans to a Company covered in the register
maintained under section 301 of the Companies Act, 1956. Details of
such unsecured loan granted is as under:
Balance as on Maximum balance
outstanding
Name of the Party 31 March 2012(Rs) during the year (Rs)
Thirumalai Chemicals
Limited Nil 131,149,352
3 (b) In case of the aforesaid unsecured loans granted to a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the rate of interest and the other terms and conditions are
not prima-facie prejudicial to the interests of the Company;
3 (c) In case of the aforesaid unsecured loans granted to a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the repayment of principal amount and interest is regular;
3 (d) There is no overdue amount of loans, including interest, granted
to a Company covered in the register maintained under Section 301 of
the Companies Act, 1956;
3 (e) As per the information and explanations given to us, the Company
has not accepted secured or unsecured loans from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Therefore, the provisions of clause 3(f) and 3
(g) of the paragraph 4 of the Order are not applicable to the Company
4 In our opinion and according to information and explanation 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, on the basis of our examination of the books of
account, and as explained to us, no major weaknesses has been noticed
in internal control system in respect of these areas and we have not
observed any continuing failure to correct major weakness in the same;
5 (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;
5 (b) To the best of our knowledge and belief and according to the
information and explanation given to us, the trans actions made in
pursuance of contracts or arrangements entered in the Register
maintained under section 301 of the Companies Act, 1956 and exceeding
the value of Rs 5,00,000 in respect of each party during the year have
been made at prices which are prima facie reasonable having regard to
the prevailing market prices at the relevant time;
6 The Company has not accepted any deposits from the public
accordingly, Clause (vi) of paragraph 4 of the Order are not applicable
to the company for the current year;
7 In our opinion, the Company has an internal audit system commensurate
with the size of the Company and the nature of its business;
8 We have broadly reviewed the books of account maintained by the
company in respect of manufacture of detergents pursuant to the Order
made by the Central Government for the maintenance of cost records
prescribed under section 209(1)(d) of the Companies Act, 1956 and are
of the opinion that prima-facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed
examination of the records with a view to determining whether they are
accurate or complete;
9 (a) According to the information and explanations given to us and the
records examined by us, the Company is regular in depositing with
appropriate authorities 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 material statutory dues applicable to it and there are no
undisputed statutory dues outstanding as at 31st March 2012, for a
period of more than six months from the date they became payable;
9 (b) Disputed statutory dues that have not been deposited on account
of disputed matters in respect of Income Tax and Excise-duty pending
before appropriate authorities are as under:
Nature of Amount Years to
which the
Name of the
Statute Forum where
dispute is
the dues (Rs) amount
relates
Income Assessment
Year Commissioner
of Income
Income Tax
Act, 1961 *51,434
Tax 2006-2007 Tax, Appeals
Income Assessment
Year Commissioner
of Income
Income Tax
Act, 1961 Income *13,764
,095
Tax 2008-2009 Tax, Appeals
*Amounts paid under protest and not charged to profit and loss
statement have not been included above.
[Refer Note No. 4.1(c) of Notes forming part of Financial Statements]
The Central
Excise Excise 2,118,
944 2007-2008 The Commissioner
(Appeals),
Act,1944 Duty 2007-2008
Central Excise
The Central
Excise The Commissioner
(Appeals),
Act, 1944 Penalty 3,437,
170 Central Excise
10 The company does not have any accumulated losses as on 31st March
2012 and has not incurred any cash losses during the financial year and
in the immediately preceding financial year;
11 According to the books of account examined by us and as explained to
us, the Company has not defaulted in repayment of any dues to financial
institutions or banks;
12 Based on our examination of the records and as explained to us, the
Company has not granted any loans and/or advances on the basis of
security by way of pledge of shares, debentures and other securities;
13 In our opinion, and as per information and explanation provided to
us, the Company is not a chit fund / nidhi / mutual benefit fund /
society. Therefore, the provisions of clause (xiii) of the paragraph 4
of the Order are not applicable to the Company;
14 During the year, the Company does not have any transactions in
respect of dealing and trading in shares, securities, debentures and
other investments. All shares, debentures and other securities held as
investments by the Company have been held by the Company in its own
name;
15 According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions;
16 According to the information and explanations given to us, term
loans taken by the Company during the year, has been applied for the
purpose for which loans were obtained;
17 As explained to us and on 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 by the
Company;
18 During the year the Company has not made any preferential allotment
of shares to the parties or companies covered in the register
maintained under section 301 of the Companies Act, 1956;
19 During the year the Company has not issued any debentures;
Accordingly clause (xix) of the paragraph 4 of the Order is not
applicable to the Company;
20 The Company has not raised any money by way of public issues during
the year. Therefore, the provisions of clause (xx) of the paragraph 4
of the Order is not applicable to the Company;
21 As per the information and explanations given by the management to
us, we report that no fraud on or by the Company has been noticed or
reported during the year.
For and on behalf of
CONTRACTOR NAYAK & KISHNADWALA
Chartered Accountants
Firm Registration No. : 101961W
H. V. Kishnadwala
Partner, Membership No. 37391
Mumbai, May 30, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Ultramarine &
Pigments Limited as at 31st March 2011 (hereinafter referred to as Ãthe
Company"), the related 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
Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003
(hereinafter referred to as Ãthe Order"), issued by the Central
Government in terms of Section 227(4A) of the Companies Act, 1956, and
on the basis of such checks as considered appropriate and according to
the information and explanations given to us during the course of the
audit, we enclose in the Annexure hereto a statement on the matters
specified in Paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to in above
paragraph, 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 the
books of the Company;
c) The Balance Sheet, Profit and Loss Account and the Cash Flow
Statement dealt with by the report are in agreement with the books of
account of the Company;
d) In our opinion, the Balance Sheet, Profit and Loss Account and the
Cash Flow Statement comply with the mandatory Accounting Standards
referred to in Section 211 (3C) of the Companies Act, 1956.
e) On the basis of written representations received from the directors
of the Company 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
Section 274(1)(g) 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
Notes to Accounts in Schedule 19, 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:
a. In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2011;
b. In the case of the Profit and Loss Account, of the Profit for the
year ended on that date,
c. In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Statement referred to in paragraph 3 of the Auditors Report of even
date to the members of Ultramarine & Pigments Limited on the accounts
for the year ended 31st March 2011
On the basis of such checks as considered appropriate and in terms of
the information and explanations given to us, we state as under:
1 (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of the fixed
assets;
1 (b) As explained to us, the management at reasonable intervals
carries out the physical verification of the fixed assets. The
discrepancies noticed on such verification, which were not material,
have been appropriately dealt with in the accounts;
1 (c) The fixed assets disposed off by the company during the year were
not substantial and therefore does not affect the
going concern assumption;
2 (a) As explained to us, inventories except goods in transit, and
Stock lying with third parties, confirmation for which
have been obtained, have been physically verified during the year by
the management. In our opinion, having regard to the nature and
location of stocks, the frequency of the physical verification is
reasonable;
2 (b) In our opinion and as explained to us, the procedures of physical
verification of inventory followed by the management are reasonable and
adequate in relation to the size of tie Company and the nature of its
business;
2 (c) In our opinion and according to the information and explanation
given to us, the Company is maintaining proper
records of inventory and the discrepancies noticed on physical
verification between physicals stocks and the book records were not
material in relation to the operations of the Company and the same have
been properly dealt with in the books of account;
3 (a) As per the information and explanations given to us, the Company
has granted unsecured loans to a Company
covered in the register maintained under section 301 of the Companies
Act, 1956. Details of such unsecured loan granted is as under:
Name of Party Balance as on Maximum balance outstanding
31 March 2011 during the year
(Rs.) (Rs.)
Thirumalai
Chemicals Limited Nil 211,287,864
3 (b) In case of the aforesaid unsecured loans granted to a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the rate of interest and the other terms and conditions are
not prima-facie prejudicial to the interests of the Company;
3 (c) In case of the aforesaid unsecured loans granted to a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the repayment of principal amount and interest is regular;
3 (d) In case of the aforesaid unsecured loans granted to a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the company is taking reasonable steps for the timely
recovery of the principal and interest;
3 (e) As per the information and explanations given to us, the Company
has not accepted unsecured loans from companies,
firms or other parties covered in the register maintained under section
301 of the Companies Act, 1956. Therefore, the provisions of clause
3(f) and 3(g) of the paragraph 4 of the Order are not applicable to the
Company.
4 In our opinion and according to information and explanation 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, on the basis of our examination of the books of
account, and as explained to us, no major weaknesses has been noticed
in internal control system in respect of these areas and we have not
observed any continuing failure to correct major weakness in the same;
5 (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;
5 (b) In respect of contractual arrangements entered in the Register
maintained in pursuance of section 301 of the Companies
Act, 1956 and to the best of our knowledge and belief and according to
the information and explanation given to us, where each of such
transactions made in pursuance of contracts or arrangements, is in
excess of Rs.5,00,000 in respect of each party, the transactions have
been made at prices which are prima facie reasonable having regard to
the prevailing market prices at the relevant time;
6 The Company has not accepted any deposits from the public
Accordingly, Clause (vi) of paragraph 4 of the Order are not applicable
to the company for the current year;
7 In our opinion, the Company has an internal audit system commensurate
with the size of the Company and the nature of its business;
8 We have broadly reviewed the books of account maintained by the
company in respect of manufacture of detergents pursuant to the Order
made by the Central Government for the maintenance of cost records
prescribed under section 209(1)(d) of the Companies Act, 1956 and are
of the opinion that prima-facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed
examination of the records with a view to determining whether they are
accurate or complete;
9 (a) According to the information and explanations given to us and the
records examined by us, the Company is regular in depositing with
appropriate authorities 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 any other statutory dues and there are no
undisputed statutory dues outstanding as at 31st March 2011, for a
period of more than six months from the date they became payable;
9 (b) Disputed statutory dues that have not been deposited on account
of disputed matters in respect of Income Tax and
Excise-duty pending before appropriate authorities are as under:
Name of Nature of Amount Year to which Forum where
dispute is
the Statute the dues (Rs.) the amount
relates
Income Tax
Act, Income Tax *51,434 Assessment Year Commissioner of
Income Tax,
1961 2006-2007 Appeals
Income Tax
Act, Income Tax *29,764,095 Assessment Year Commissioner of
Income Tax,
1961 2008-2009 Appeals
*Amounts paid under protest and not charged to profit and loss account
have not been included above. [Refer Notes 2(i) of Schedule 19]
The Central
Excise Excise Duty 3,437,170 2007-2008 The Commissioner
(Appeals),
Act, 1944 Penalty
Central Excise
The Central
Excise Penalty 3,437,170 2007-2008 The Commissioner
(Appeals),
Act, 1944 Central Excise
10 The company does not have any accumulated losses as on 31st March
2011 and has not incurred any cash losses during the financial year and
in the immediately preceding financial year;
11 According to the books of account examined by us and as explained to
us, the Company has not defaulted in repayment of any dues to financial
institutions, or banks;
12 Based on our examination of the records and as explained to us, the
Company has not granted any loans and/or advances on the basis of
security by way of pledge of shares, debentures and other securities;
13 In our opinion, and as per information and explanation provided to
us, the Company is not a chit fund / nidhi / mutual benefit fund /
society. Therefore, the provisions of clause (xiii) of the paragraph 4
of the Order are not applicable to the Company;
14 During the year, the Company does not have any in transactions
respect of dealing and trading in shares, securities, debentures and
other investments. All shares, debentures and other securities held as
investments by the Company have been held by the Company in its own
name;
15 According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions;
16 According to the information and explanations given to us, term
loans taken by the Company during the year, has been applied for the
purpose for which loans were obtained;
17 As explained to us and on 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 by the
Company;
18 The Company has not made any preferential allotment of shares to the
parties or companies covered in the register maintained under section
301 of the Companies Act, 1956 during the year;
19 During the year the Company has not issued any debentures; Therefore
the provisions of clause (xix) of the paragraph 4 of the Order are not
applicable to the Company;
20 The Company has not raised any money by way of public issues during
the year. Therefore, the provisions of clause (xx) of the paragraph 4
of the Order are not applicable to the Company;
21 As per the information and explanations given by the management to
us, except for one instance of fraud on the Company by its employees
involving misappropriation of stock that resulted in a loss of Rs.
666,214 and out of which Rs. 350,000 has been recovered, we report that
no fraud on or by the Company has been noticed or reported during the
year.
For and on behalf of
Contractor, Nayak & Kishnadwala
Chartered Accountants
Firm Registration No. : 101961W
H. V. Kishnadwala
Partner, Membership No. 37391
Mumbai, May 26, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Ultramarine &
Pigments Limited as at 31st March 2010, the related 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 Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, issued
by the Central Government in terms of Section 227(4A) of the Companies
Act, 1956, and on the basis of such checks as considered appropriate
and according to the information and explanations given to us during
the course of the audit, we enclose in the Annexure hereto a statement
on the matters specified in Paragraphs 4 and 5 of the said Order.
4. Attention is drawn to Note 27 of Schedule 19, wherein it is
mentioned that the Company has pursuant to the order of the Honble
High Court of Bombay adjusted the value of investment in shares of TCL
Industries (Malaysia) Sdn Bhd Rs. 89,800,000 against the balance in
General Reserve and other Capital Reserves;
5. Further to our comments in the Annexure referred to in above
paragraph, 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 the
books of the Company;
c) The Balance Sheet, Profit and Loss Account and the Cash Flow
Statement dealt with by the report are in agreement with the books of
account of the Company;
d) In our opinion, the Balance Sheet, Profit and Loss Account and the
Cash Flow Statement comply with the mandatory Accounting Standards
referred to in Section 211 (3C) of the Companies Act. 1956.
e) On the basis of written representations received from the directors
of the Company as on 31st March 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
Section 274(l)(g) 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
Notes to Accounts in Schedule 19 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:
a. In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2010;
b. In the case of the Profit and Loss Account, of the Profit for the
year ended on that date,
c. In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Statement referred to in. paragraph 3 of the Auditors Report of even
date to the Members of Ultramarine & Pigments Limited on the accounts
for the year ended 31st March 2010
On the basis of such checks as considered appropriate and in terms of
the information and explanations given to us, we state as under:
1. (a) The company is maintaining proper records showing full
particulars including quantitative details and situation
of the fixed assets;
(b) As explained to us, the management at reasonable intervals carries
out the physical verification of the fixed assets. The discrepancies
noticed on such verification, which were not material, have been
appropriately dealt with in the accounts;
(c) The fixed assets disposed off by the company during the year were
not substantial and therefore does not affect the going concern
assumption;
2. (a) As explained to us, the inventories have been physically
verified during the year by the management. In our
opinion, having* regard to the nature and location of stocks, the
frequency of the physical verification is reasonable;
Os) In our opinion and as explained to us, the procedures of physical
verification of inventory followed by the management are reasonable and
adequate in relation to the size of tie Company and the nature of its
business;
(c) In our opinion, the Company is maintaining proper records of
inventory and the discrepancies noticed on physical verification of the
same were not material in relation to the operations of the Company and
the same have been properly dealt with in the books of account;
3. (a) As per the information and explanations given to us, the
Company had granted unsecured loans to a Company
covered in the register maintained under section 301 of the Companies
Act, 1956. The details of such unsecured loans granted are as under:
Name of Party Balance as on Maximum balance outstanding
31 March, 2010 during the year
(Rs.) (RsJ
Thirumalai Chemicals Limited NIL 106,796,775
(b) In case of the aforesaid unsecured loans granted to a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the rate of interest and the other terms and conditions are
not prtma-facie prejudicial to the interests of the Company;
(c) In case of the aforesaid unsecured loans granted to a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the repayment of principal amount and interest is regular;
(d) In case of the aforesaid unsecured loans granted to a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the company had taken reasonable steps for the timely
recovery of the principal and interest;
(e) As per the information and explanations given to us, the Company
had accepted unsecured loans from Companies covered in the register
maintained under section 301 of the Companies Act, 1956. The details of
such unsecured loans granted are as under:
Name of Party Balance as on Maximum balance outstanding
31 March, 2010 during the year
(Rs) (Rs)
Lapiz Online Private
Limited Nil 44,60,380
(f) In our opinion, other terms and conditions of aforesaid interest
free unsecured loans taken from a Company covered in the register
maintained under Section 301 are prima facie not prejudicial to the
interests of the company.
(g) In case of the aforesaid unsecured loan taken from a Company
covered in the register maintained under Section 301 of the Companies
Act, 1956, the company had taken reasonable steps for the payment of
the principal and interest, where applicable;
4. In our opinion and as explained to us, there are adequate internal
control procedures 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, on the basis of
our examination of the books of account, and as explained to us, no
major weaknesses in the internal control systems have been noticed and
there is no continuing failure in the same:
5. (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 have been so
entered;
(b) In our opinion and as explained to us, the transactions made in
pursuance of contracts or arrangements entered in the register
maintained under" Section 301 are reasonable having regard to the
prevailing market prices at the relevant time;
6. The company has not accepted any deposits from the public during
the year nor are there any outstanding deposits. Accordingly, Clause 6
of paragraph 4 of the Order are not applicable to the company for the
current year;
7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and the nature of its
business;
8. We have broadly reviewed the books of account maintained by the
company in respect of manufacture of detergents pursuant to the order
made by the Central Government for the maintenance of cost records
prescribed under section 209(l)(d) of the Companies Act, 1956 and are
of the opinion that prima-facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed
examination of the records with a view to determining whether they are
accurate or complete;
9. (a) According to the information and explanations given to us and
the records examined by us, the Company is regular
in depositing with appropriate authorities undisputed statutory dues
including provident fund, investor education and protection fund,
employees state insurance, income-tax, sales-tax, wealth-tax, custom
duty, excise-duty, cess and other statutory dues and there are no
undisputed statutory dues outstanding as at 31st March 2010, for a
period of more than six months from the date they became payable;
(b) Disputed statutory dues that have not been deposited on account of
disputed matters pending before appropriate authorities are as under:
Name of Nature of Amount Year/s to which Forum where
dispute is
the Statute the dues (Rs.) the amount relates
Income Tax Act Income Tax 51,434 2006-07 Commissioner
of Income Tax
(Appeals)
Amounts paid under protest and not charged to profit and loss account
have not been included above. (Refer Notes 1 and 2 of Schedule 19)
10. The company does not have any accumulated losses as on 31st March
2010 and has not incurred any cash losses during the financial year and
in the immediately preceding financial year;
11. According to the books of account examined by us and as explained
to us, the Company has not defaulted in repayment of any dues to
financial institutions and banks;
12. Based on our examination of the records and as explained to us,
the Company has not granted any loans and/or advances on the basis of
security by way of pledge of shares, debentures and other securities;
13. The Company is not a chit fund, nidhi, mutual benefit fund or a
society;
14. During the year, the Company does not have any in transactions in
respect of dealing and trading in shares, securities, debentures and
other investments. All shares, debentures and other securities held as
investments by the company have been held by the Company in its own
name;
15. According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions;
16. According to the information and explanations given to us, term
loans taken by the company during the year has been applied to use for
which loans were taken;
17. As explained to us and on 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 by the
Company;
18. The Company has not made any preferential allotment of shares
during the year;
19. During the year covered by our audit report the Company has not
issued any secured debentures;
20. The Company has not raised any money by public issues during the
year covered by our report;
21. As per the information and explanations given to us, no fraud on
or by the Company has been noticed or reported during the year.
For and on behalf of
Contractor, Nayak & Kishnadwala
Chartered Accountants
H. V. Kishnadwala
Partner
Membership No. 37391
Firm Registration Number 101961W
Mumbai
May 28. 2010
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