Dec 31, 2022
Report on the Audit of the Financial Statements
Opinion
1. We have audited the accompanying financial statements of Vesuvius India Limited ("the Company"), which comprise the Balance Sheet as at December 31, 2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the 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.
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 Companies Act, 2013 ("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 December 31, 2022, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. 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 Act 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.
Key audit matters
4. 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.
Appropriateness of Recognition of Revenue under Ind AS 115
[Refer note 2.9 to the financial statements]
The Company recognises revenue from sale of goods and rendering of services when control is transferred to the customer.
Recognition of revenue depends on the performance obligations related to sale of products and rendering of services and total consideration (including variable consideration) determined, which vary across contracts with customers. Accordingly, the amount and timing of recognition of revenue is assessed by the Company based on the timing of the satisfaction of the performance obligations under each contract. There is a risk of inappropriate revenue recognition if revenue is not accounted for in accordance with contractual terms of the respective arrangements with the customers.
The appropriateness of recognition of revenue is a key audit matter considering the significance of the amounts involved.
How our audit addressed the key audit matter
Our audit procedures in relation to revenue recognition included
the following:
⦠Obtained an understanding of processes and controls on revenue recognition and tested the operating effectiveness of the key controls;
⦠Performed testing of sample contracts / purchase orders to ensure the revenue transactions have been appropriately recorded on fulfilment of the related performance obligations as per the selected contracts;
⦠Tested appropriateness of adjustments made for variable consideration;
⦠Examined material non-standard journal entries and other adjustments posted to revenue accounts;
⦠Assessed adequacy of presentation and disclosure.
Based on the above stated procedures, no exceptions were noted by
us in revenue recognition including those relating to presentation
and disclosures as required by the applicable accounting standard.
Other Information
5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s Report and Management Discussion & Analysis Report, but does not include the financial statements and our auditor''s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
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 financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. 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.
Responsibilities of management and those charged with
governance for the financial statements
6. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of 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.
7. 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. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Financial
Statements
8. 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.
9. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
⦠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.
⦠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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
⦠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⦠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.
⦠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.
10. 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.
11. 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.
12. 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.
Report on other legal and regulatory requirements
13. As required by the Companies (Auditor''s Report) Order, 2020 ("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 B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
14. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows 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.
(e) On the basis of the written representations received from the directors as on December 31,2022, taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2022, 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 35 to the financial statements;
ii) The Company has long-term contracts as at December 31, 2022 for which there were no material foreseeable losses. The Company did not have any derivative contracts as at December 31,2022;
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.
iv) (a) The management has represented that, to the
best of its knowledge and belief, as disclosed in the notes to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Refer Note 55(a) to the financial statements;
(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Refer Note 55 (b) to the financial statements); and
(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v) The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act.
15. 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.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Rajib Chatterjee Partner
Gurugram Membership Number: 057134
February 27, 2023 UDIN: 23057134BGXYPU8554
Dec 31, 2018
Report on the Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying Ind AS financial statements of Vesuvius India Limited (âthe Companyâ), which comprise the Balance Sheet as at December 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Ind AS Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including theaccounting 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.
5. We conducted our audit of the lnd AS financial statements in accordance-with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at December 31, 2018, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B, a statement on the matters specified in paragraphs 3 and 4 of the Order.
10. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on December 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(g) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
(i) The Company has disclosed the impact, if any, of pending litigations as at December 31, 2018 on its financial position in its Ind AS financial statements - Refer Note 34;
(ii) The Company has long-term contracts as at December 31, 2018 for which there were no material foreseeable losses. The Company did not have any derivative contracts as at December 31, 2018.
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended December 31, 2018.
(iv) The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended December 31, 2018.
Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls with reference to financial statements of Vesuvius India Limited (âthe Companyâ) as of December 31, 2018 in conjunction with our audit of the Ind AS 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 âinternal 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 (ICAl)â. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Companyâs internal financial controls with reference to financial statements 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 deemed to be prescribed under section 143(10) of the Act 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 ICAI. 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 with reference to financial statements 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 judgement, 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 with reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
6. A companyâs internal financial controls with reference to financial statements 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 controls with reference to financial statements 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 with reference to financial statements
7. Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial control controls with reference to financial statements 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 with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at December 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.
ANNEXURE B TO INDEPENDENT AUDITORSâ REPORT
Referred to in paragraph 9 of the Independent Auditorsâ Report of even date to the Members of Vesuvius India Limited on the Ind AS financial statements as of and for the year ended December 31, 2018
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 3 on Property, plant and equipment to the Ind AS financial statements, are held in the name of the Company, except for leasehold land at Kolkata as stated in aforesaid Note 3, for which renewal of lease is under progress.
ii. The physical verification of inventory, except for goods in transit, have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. 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, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, 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 determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, duty of customs, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, duty of customs and duty of excise, value added tax and goods and service tax as at December 31, 2018 which have not been deposited on account of a dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (In Rs. Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
Income-tax Act, 1961 |
Disallowances arising in income tax proceedings (Net of Deposits of Rs. 4,307 lakhs) |
156 |
Assessment Year 2007 - 08 and 2014 - 15 |
Commissioner of Income Tax (Appeals) |
Central Excise Act, 1944 |
Disallowances of Cenvat credit (Net of Deposits of Rs. 10 lakhs) |
275 |
2006 to 2017 |
Central Excise and Service Tax Appellate Tribunal, Additional Commissioner, Assistant Commissioner, Commissioner (Appeals) |
Central Excise Act, 1944 |
Non-payment of excise duty on Service charges and machine hire charges |
108 |
2000 |
Central Excise and Service Tax Appellate Tribunal |
Customs Act, 1962 |
Classification of High Alumina Cement |
108 |
2005 to 2011 |
Central Excise and Service Tax Annellate Tribunal |
Finance Act, 1994 |
Non / short payment of service tax |
12 |
2006 to 2008 |
Central Excise and Service Tax Appellate Tribunal |
Central Sales Tax Act, 1956 |
Non-submission of forms (net of deposits of Rs. 126 lakhs) |
306 |
2005 - 06, 2011 to 2014, 2015 - 16 |
Sales Tax Appellate Tribunal, Commissioner (Appeals), Additional Commissioner (Appeals) |
Central Sales Tax Act, 1956 |
Disallowance of stock transfer |
1,955 |
2008 to 2012 |
Sales Tax Appellate Tribunal |
West Bengal Value Added Tax Act, 2003 |
Non-submission of forms (net of deposits of Rs. 16 lakhs) |
154 |
2011-12, 2013- 14 and 2015-16 |
Commissioner (Appeals) |
Andhra Pradesh Value Added Tax Act, 2005 |
Denial of input credits (net of deposits of Rs. 24 lakhs) |
21 |
2011 to 2013 |
Sales Tax Appellate Tribunal |
Andhra Pradesh Value Added Tax Act, 2005 |
Disallowance of stock transfer (net of deposits of Rs. 4.60 lakhs) |
14 |
2010 to 2011 |
Commissioner (Appeals) |
Karnataka Value Added Tax Act, 2003 |
Denial of Inputs credits (Net of deposits of Rs. 99 lakhs) |
100 |
2005 to 2007 |
Honâble Supreme Court of India |
viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.
ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. 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. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (lnd AS) 24, Related Party Disclosures specified under Section 133 of the Act.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number : 012754N/N500016
Chartered Accountants
Sougata Mukherjee
Gurugram Partner
February 27 2019 Membership Number 057084
Dec 31, 2017
Report on the Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying Ind AS financial statements of Vesuvius India Limited (âthe Companyâ), which comprise the Balance Sheet as at December 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Ind AS Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including 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.
5. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at December 31, 2017, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Emphasis of Matter
9. We draw attention to Note 47 of Ind AS financial statements with respect to receivable of Rs 1,978 lakhs from certain customers, currently under insolvency proceedings under the Insolvency and Bankruptcy Code, 2016, which the Company considers good and recoverable for the reasons stated in the aforesaid note. Our opinion is not qualified in respect of this matter.
Other Matter
10. The comparative financial information of the Company for the year ended December 31, 2016 and the transition date opening balance sheet as at January 1, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended December 31, 2016 and December 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by the predecessor auditor who expressed an unmodified opinion vide reports dated February 27, 2017 and February 26, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.
Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
11. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
12. 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, except that the backup of the books of accounts generated from the new accounting system introduced during the year has not been maintained on servers physically located in India.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on December 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to maintenance of accounts and matters connected therewith, reference is made to our comment in paragraph 12(b) above that the back-up of the books of accounts generated from the new accounting system introduced during the year has not been maintained on servers physically located in India.
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(h) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
(i) The Company has disclosed the impact, if any, of pending litigations as at December 31, 2017 on its financial position in its Ind AS financial statements - Refer Note 34;
(ii) The Company did not have any long-term contracts including derivative contracts as at December 31, 2017.
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended December 31, 2017.
ANNEXURE B TO INDEPENDENT AUDITORSâ REPORT
Referred to in paragraph 11 of the Independent Auditorsâ report of even date to the Members of Vesuvius India Limited on the Ind AS financial statements as of and for the year ended December 31, 2017
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 3 on Property, plant and equipment to the Ind AS financial statements, are held in the name of the Company, except for leasehold land at Kolkata as stated in aforesaid Note 3, for which renewal of lease is under progress.
ii. The physical verification of inventory, except for goods in transit, have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. 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, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, 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 determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, duty of customs and duty of excise value added tax as at December 31, 2017 which have not been deposited on account of a dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (In Rs Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
||
Income-tax Act, 1961 |
Disallowances arising in income tax proceedings (Net of Deposits of Rs 14,282 lakhs) |
1,052 |
Assessment Year 2007-08, to 2014-15 |
Commissioner of Income Tax (Appeals), Assessing officer |
||
Central Excise Act, 1944 |
Disallowances of Cenvat credit |
308 |
2006 to 2017 |
Central Excise and Service Tax Appellate Tribunal, Additional Commissioner, Assistant Commissioner, Commissioner (Appeals), Honâble Supreme Court of India |
||
Central Excise Act, 1944 |
Non-payment of excise duty on Service charges and machine hire charges |
108 |
2000 |
Central Excise and Service Tax Appellate Tribunal |
||
Customs Act, 1962 |
Classification of High Alumina Cement |
108 |
2005 to 2011 |
Central Excise and Service Tax Appellate Tribunal |
||
Finance Act, 1994 |
Non / short payment of service tax |
12 |
2006 to 2008 |
Central Excise and Service Tax Appellate Tribunal |
||
Central Sales Tax Act, 1956 |
Non-submission of forms (net of deposits of Rs 111 lakhs) |
2,116 |
2005 to 2014 |
Sales Tax Appellate Tribunal, Commissioner (Appeals), Additional Commissioner (Appeals) |
||
West Bengal Value Added Tax Act, 2003 |
Non-submission of forms (net of deposits of Rs 2 lakhs) |
42 |
2011 to 2014 |
Sales Tax Appellate Tribunal, Commissioner (Appeals) |
||
Andhra Pradesh Value Added Tax Act, 2005 |
Non-submission of forms |
45 |
2010 to 2011, 2011 to 2012 |
Sales Tax Appellate Tribunal, Commissioner (Appeals) |
||
Karnataka Value Added Tax Act, 2003 |
Denial of Inputs credits (Net of deposits of Rs 99 lakhs) |
100 |
2005 to 2007 |
Honâble Supreme Court of India |
viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.
ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. 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. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (IndAS) 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number : 012754N/N500016
Chartered Accountants
Sougata Mukherjee
Gurugram Partner
February 17, 2018 Membership Number 057084
Dec 31, 2016
We have audited the accompanying financial statements of Vesuvius India Limited ("the Company"), which comprise the Balance Sheet as at 31 December 2016, 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 Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 December 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 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 the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extend applicable.
2. As required by section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanation 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 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 December 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 December 2016, from being appointed as a director in terms of section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in the âAnnexure Bâ; and
(g) With respect to the other matters to be included in the Auditors'' 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 26 (a) 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; and
(iii) There were no delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
Annexure A to the Independent Auditorsâ Report
(REFERRED TO IN OUR REPORT OF EVEN DATE)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the management and no material discrepancies were noticed on such verification carried out during the year.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventory, except goods-in-transit, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. No material discrepancies were noticed on physical verification between the physical stocks and the books records.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 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. Accordingly, provisions of paragraph 3 (iii) of the Order are not applicable to the Company.
(iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loans, investments, guarantees and security during the year that would attract provisions of Section 185 and 186 of the Act. Accordingly, provisions of paragraph 3 (iv) of the Order are not applicable to the Company.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public in accordance with the directives issues by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, provisions of paragraph 3 (v) of the Order are not applicable to the Company.
(vi) According to the information and explanations given to us, the Central Government has prescribed for the maintenance of cost records under sub-section (1) of Section 148 of the Act, provided the overall turnover from all its specified products manufactured by the Company has exceeded the prescribed limit during the immediately preceding year. However, the turnover of such products, as applicable, in the immediately financial year were below the prescribed limit as mentioned under Section 148(1)of the Act. Accordingly, provisions of paragraph 3 (vi) of the Order are not applicable to the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Value added tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have been regularly deposited during the year by the Company with appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Value added tax, Service tax, Customs duty, Excise duty, Cess and other statutory dues were in arrears as at 31 December 2016 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, the following dues of Income-tax, Sales-tax, Value added tax, Service tax, Customs duty, Excise duty and Entry tax have not been deposited with the appropriate authorities on account of disputes:
Name of the statute |
Nature of the dues |
Amount (Rs in lakhs) |
Period to which amount relates |
Forum where dispute is pending |
Income Tax Act,1961 |
Disallowances arising in income tax proceedings (Net of deposit of Rs. 24,232 lakhs) |
1,724 |
Assessment years 1997-98 to 2014-15 |
Hon''ble High Court of Calcutta, Income Tax Appellate Tribunal, Commissioner of Income Tax (Appeals) |
Central Excise Act,1944 |
Disallowance of Cenvat Credit |
322 |
2006 to2015 |
Additional Commissioner, Assistant Commissioner, Commissioner (Appeals), Central Excise and Service Tax Appellate Tribunal, Hon''ble Supreme Court of India |
Central Excise Act, 1944 |
Non-payment of Excise Duty on Service charges and Machine hire charges |
108 |
2000 |
Central Excise and Service Tax Appellate Tribunal, |
Central Excise Act, 1944 |
Penalty for delayed payment of differential excise duty for supply of goods under Advance Intermediate license. |
20 |
June 1999 to April 2000 |
Central Excise and Service Tax Appellate Tribunal |
Customs Act, 1962 |
Classification of High Alumina Cement |
31 |
2005 to2011 |
Central Excise and Service Tax Appellate Tribunal |
Finance Act, 1994 |
Non / short payment of service tax |
12 |
2006-2008 |
Central Excise and Service Tax Appellate Tribunal |
Central Sales Tax Act, 1956 |
Non-submission of declaration form. (Net of deposit of Rs. 112 lakhs) |
2,104 |
2002-03, 2005-06, 2008-09, to 2011-12, 2013-14 |
Commissioner (Appeals), Sales Tax Appellate Tribunal, Hon''ble High Court of Calcutta |
State Sales Tax Act, 2003 |
Disallowance of Input credit (Net of deposit of Rs. 101 lakhs) |
186 |
2005-06, 2006-07 2010-11,2011-12 2013-14 |
Commissioner (Appeals), Hon''ble Supreme Court of India |
The West Bengal Tax on entry of Goods into Local Areas Act, 2012 |
Entry Tax |
381 |
June 2013 to December 2016 |
Hon''ble High Court of Calcutta |
(viii) In our opinion and according to the information and explanations given to us, the Company did not have any outstanding dues to any financial institution, bank, government or debenture holders during the year. Accordingly, provision of paragraph 3(viii) of the Order are not applicable to the Company.
(ix) According to the information and explanations given to us, the Company did not raised any moneys by way of initial public offer or further public offer (including debt instruments) and has not obtained any term loans during the year. Accordingly, provisions of paragraph 3(ix) of the Order are not applicable to the Company.
(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
(xi) According to the information and explanations given to us and based on our examination of the records the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provision 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, provisions of paragraph 3(xii) of the Order are not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of records of the Company, transactions with the related parties are in compliance with Section 177 and Section 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 party convertible debentures during the year. Accordingly, provisions of paragraph 3(xiv) of the Order are not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him as per Section 192 of the Act. Accordingly, provisions of paragraph 3(xv) of the Order are not applicable to the Company.
(xiv) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act, 1934. Accordingly, provisions of paragraph 3(xvi) of the Order are not applicable to the Company.
Annexure B to the Independent Auditorsâ Report
(REFERRED TO IN 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")
We have audited the internal financial controls over financial reporting of Vesuvius India Limited ("the Company") as of 31 December 2016 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
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 Act.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, 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 ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of 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 authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 December2016, 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 BSR& Co. LLP
Chartered Accountants
Firm''s Registration No. 101248W/W-100022
Jayanta Mukhopadhyay
Partner
Place: Kolkata
Date : February 27, 2017 MembershipNo.055757
Dec 31, 2015
We have audited the accompanying financial statements of Vesuvius India
Limited ("the Company"), which comprise the Balance Sheet as at 31
December 2015, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding 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
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143 (10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgement, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our 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 December 2015 and its profit and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Companies Act, 2013, we give in
the Annexure a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extend applicable.
2. As required by section 143 (3) of the Act, report that:
(a) We have sought and obtained all the information and explanation
which to the best of our knowledge and belief were necessary for the
purposes of our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the aforesaid Financial statements comply with
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 December 2015, and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 December
2015, from being appointed as a director in terms of section 164 (2) of
the Act;
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - refer note 26 (a) to
the financial statement;
(ii) The Comany did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
(iii) There were no delays in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programmed of physical verification of
its fixed assets by which all fixed assets are verified in a phased
manner over a period of three years. In our opinion, this periodicity
of physical verification is reasonable having regard to the size of the
Company and the nature of its assets. In accordance with this
programmed, certain fixed assets were physically verified by the
management and no material discrepancies were noticed on such
verification.
(ii) (a) The inventory, except goods-in-transit, has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. No material
discrepancies were noticed on physical verification between the
physical stocks and the book records.
(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, paragraph 3 (iii) of the
Order is not applicable to the Company.
(iv) In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories and fixed assets are for the Company's
specialized requirements and suitable alternative sources are not
available to obtain comparable quotations, 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 inventories and
fixed assets and with regard to the sale of goods and services. We have
not observed any continuing failure to correct major weakness in the
internal control system.
(v) The Company has not accepted any deposit from the public in
accordance with the provision of section 73 to 76 of the Act and rules
framed thereunder.
(vi) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under section 148(1) of the Act in respect
of the products manufactured by the Company and are of the opinion
that, prima facie, the prescribed accounts and records have been made
and maintained. However, we have not made detailed examination of the
records.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Employees' State Insurance,
Income-tax, Sales-tax, Value added tax, Wealth tax, Service tax,
Customs duty, Excise duty, Cess and other material statutory dues have
been regularly deposited during the year by the Company with
appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees'
State Insurance, Income-tax, Sales-tax, Value added tax, Wealth tax,
Service tax, Customs duty, Excise duty, Cess and other material
statutory dues were in arrears as at 31 December 2015 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Wealth tax which have not been deposited with the
appropriate authorities on account of any dispute.
According to the information and explanations given to us, the
following dues of Income-tax, Sales-tax, Value added tax, Service tax,
Customs duty, Excise duty, Cess and Entry tax have not been deposited
with the appropriate authorities on account of disputes:
Name of the
directors Nature of the dues Amount Period to which
Income Tax
Act,1961 Disallowances
arising in income 952 Assessment years
tax proceedings
(Net of deposit 1997-98 to 2010-11
of Rs. 12,867
lakhs)
Central
Excise
Act,1944 Disallowance of
Cenvat Credit 256 2006 to 2014
Central
Excise
Act, 1944 Non-payment of
Excise 108 2000
Duty on Service
charges and
Machine hire
charges
Central
Excise
Act, 1944 Penalty for
delayed payment 20 June 1999 to
April 2000
of differential
excise duty for
supply of goods
under Advance
Intermediate
licence.
Customs
Act, 1962 Classification
of High Alumina 31 2005to2011
Cement
Finance
Act, 1994 Non / short
payment 12 2006-2008
of service tax
Central
Sales Tax
Act, Non-submission
of 2,053 2002-03,2005-06,
1956 declaration form.
(Net of 2008-09,2009-10,
depositofRs.
106lakhs) 2010-11,2011-12
State
Sales Tax
Act Disallowance of
Input credit 173 2005-06,2006-07
2003 (Net of depositof
Rs. 99 lakhs) 2010-11,2011-12
The West
Bengal Tax Entry Tax 230 June 2013 to
on entry
of Goods
into December 2015
Local
Areas
Act, 2012
Name of the statute Forum where dispute is pending
Income Tax Act, 1961 Hon'ble High Court of Calcutta, Income
Tax Appellate Tribunal,Commissioner of
Income Tax (Appeals)
Central Exercise
Act, 1994 Additional Commissioner, Assistant
Commissioner, Commissioner(Appeals),
Central Excise and Service Tax Appellate
Tribunal, Supreme Court of India
Central Exercise
Act, 1944 Central Excise and Service Tax Appellate
Tribunal,
Central Exercise
Act, 1944 Central Excise and Service Tax
Appellate Tribunal
Customs Act, 1962 Central Excise and Service Tax
Appellate Tribunal
Finaance Act, 1994 Central Excise and Service Tax
Appellate Tribunal
Central sales
Tax Act ,1956 Commissioner (Appeals), Sales
Tax Appellate Tribunal, Hon'ble High
Court of Calcutta
State sales Tax
Act, 2003 Commissioner (Appeals), Supreme Court
The west Bengal
Tax on entry of
goods into local
Areas Act, 2012 Hon'ble High Court of Calcutta
(c) According to the information and explanations given to us, the
amount which were required to be transferred to Investor Education and
Protection Fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made 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) According to the information and explanations given to us, the
Company has neither taken any loan from financial institution or bank
nor has it issued any debentures during the year.
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xi) According to the information and explanations given to us, the
Company did not have term loans outstanding during the year.
(xii) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
ForBSR&Co.LLP
Chartered Accountants
Firm's Registration No. 101248W/W-100022
Jayanta Mukhopadhyay
Place :Kolkata Partner
Date : February 26, 2016 Membership No. 055757
Dec 31, 2014
We have audited the accompanying financial statements of Vesuvius India
Limited ("the Company"), which comprise the Balance Sheet as at 31
December 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 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 / Section 133 of the Companies Act 2013 (as
applicable) ("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 resposibility 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 judgement, 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 circumtances, but not for the
purpose of expressing an opinion on the effectiveness of the Company''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by 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 the affairs of
the Company as at 31 December 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-section (4A) of section 227 of the Companies Act, 1956, we give in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the Order.
2. As required by section 227(3) of the Companies Act, 1956 /section
143(3) of Companies Act, 2013 (as applicable), we report that:
(a) we have obtained all the information and explanation which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
(b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
(c) the Balance Sheet, 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/
section 133 of the Companies Act, 2013 (as applicable) and
(e) on the basis of written representations received from the directors
as on 31 December 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 December 2014, from
being appointed as a director in terms of clause (g) of sub-section (I)
of section 274 of the Companies Act, 1956 /section 164(2) of Companies
Act, 2013 (as applicable).
Annexure to the Auditors''Report
(REFERRED TO IN OUR REPORT OF EVEN DATE)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. In accordance with this
programme, certain fixed assets were physically verified. No material
discrepancies were noticed on such verification carried out during the
year.
(c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) (a) The inventory, except goods-in-transit, has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. No material
discrepancies were noticed on verification between the physical stocks
and the book records.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956 /
section 189 of Companies Act, 2013 (as applicable). Thus paragraphs 4
(iii) (b) to (d), (f), (g) are not applicable to the Company.
(iv) In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories and fixed assets are for the Company''s
specialised requirements and suitable alternative sources are not
available to obtain comparable quotations, 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 inventories and
fixed assets and with regard to the sale of goods and services. We have
not observed any major weakness in the internal control system during
the course of the audit.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of the contracts or
arrangement referred to in Section 301 of the Companies Act, 1956 /
section 189 of Companies Act, 2013 (as applicable), have been entered
in the register required to be maintained under that section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (a) above and exceeding the value of Rs. 5
lakh with any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time. For purchases of certain items of inventories and fixed
assets that are for the Company''s specialised requirements and
similarly for sale of certain goods that are for specialised
requirements of buyers for which suitable sources are not available to
obtain comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under section 209(1 )(d) of the Companies
Act, 1956 / section 128 of Companies Act, 2013 (as applicable) in
respect of the products manufactured by the Company and are of the
opinion that prima facie, the prescribed accounts and records have been
made and maintained. However, we have not made a detailed examination
of the records.
(ix) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Employees'' State Insurance,
Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth
tax, Service tax, Customs duty, Excise duty, Cess and other material
statutory dues have generally been regularly deposited during the year
by the Company with appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Investor
Education and Protection Fund, Employees'' State Insurance, Income-tax,
Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and
other material statutory dues were in arrears as at 31 December 2014,
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Wealth tax which have not been deposited with the
appropriate authorities on account of any dispute.
According to the information and explanations given to us, the
following dues of Income tax, Excise duty and Custom Duty, Service tax,
Sales tax and Entry tax have not been deposited with the appropriate
authorities on account of disputes:
Name of the statute Nature of the dues Amount
(Rs in lakhs)
Income Tax Act,1961 Disallowances arising in income 855
tax proceedings (Net of deposit
of Rs. 12,867 lakhs)
Central Excise Act,1944 Disallowance of Cenvat Credit 226
Central Excise Act, 1944 For non payment of Excise 108
Duty on Service Charges and
Machine hire charges
Central Excise Act, 1944 Penalty for delayed payment 20
of differential excise duty
for supply of goods under Advance
Intermediate licence.
Customs Act, 1962 Classification of High Alumina 31
Cement
Finance Act, 1994 For Non / short payment 12
of service tax
Central Sales Tax Act Due to non-submission of 2,235
declaration form. (Net of
deposit odRs. 106 lakhs)
State Sales Tax Act Disallowance of Input credit 2,401
(Net of deposit of Rs. 99 lakhs)
The West Bengal Tax Entry Tax 138
on entry of Goods into
Local Areas Act, 2012
Name of the Statute Period to which Forum where dispute
amount relates is pending
Income Tax Act,1961 Assessment years Hon''ble High Court of
1997-98 to 2010-11 Calcutta, Income Tax
Appellate Tribunal,
Commissioner of Income
Tax (Appeals)
Central Excise Act,1944 2006 to 2014 Additional Commissioner,
Assistant Commissioner
Central Excise and Service
Tax Appellate Tribunal,
Supreme Court
Central Excise Act, 1944 2000 Central Excise and Service
Tax Appellate Tribunal,
Central Excise Act, 1944 June 1999 to April Central Excise and Service
2000 Tax Appellate Tribunal
Customs Act, 1962 2005 to 2011 Central Excise and Service
Tax Appellate Tribunal
Finance Act, 1994 2006-2008 Central Excise and Service
Tax Appellate Tribunal
Central Sales Tax Act 2002-03, 2005-06, Additional Commissioner,
2009-10, 2010-11, Commissioner (Appeals),
2011-12 Sale Tax Appellate Tribunal,
Hon''ble High Court of
Calcutta
State Sales Tax Act 2005-06, 2006-07 Additional Commissioner,
2010-11, 2011-12 Commissioner (Appeals),
Sale TaxAppellate Tribunal,
Supreme Court
The West Bengal Tax on June 2013 to Hon''ble High Court of
entry of Goods into December 2014 Calcutta
Local Areas Act, 2012
(x) 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.
(xi) According to the information and explanations given to us, the
Company has neither taken any loan from financial institution or bank
nor has it issued any debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long- term investment.
(xviii) The Company has not made any preferential allotment of shares
to companies/firms/parties covered in the register maintained under
Section 301 of the Companies Act, 1956/section 189 of the Companies
Act, 2013 (as applicable)
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For B S R & Co.LLP
Chartered Accountants
Firm''s Registration No. 101248W/W-100022
Jayanta Mukhopadhyay
Place :Kolkata Partner
Date : 24 February 2015 Membership No. 055757
Dec 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Vesuvius India
Limited ("the Company"), which comprise the Balance Sheet as at 31
December 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, but not for the
purpose of expressing an opinion on the effectiveness of the Company''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by 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 31 December 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; and
(e) on the basis of written representations received from the directors
as on 31 December 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 December 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 the Auditor''s Report
REFERRED TO IN OUR REPORT OF EVEN DATE)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. In accordance with this
programme, certain fixed assets were physically verified. No. material
discrepancies were noticed on such verification carried out during the
year.
(c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) (a) The inventory, except goods-in-transit, has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. No material
discrepancies were noticed on verification between the physical stocks
and the book records.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956. Thus
paragraphs 4 (iii) (b) to (d), (f), (g) are not applicable to the
Company.
(iv) In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories and fixed assets are for the Company''s
specialised requirements and suitable alternative sources are not
available to obtain comparable quotations, 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 inventories and
fixed assets and with regard to the sale of goods and services. We have
not observed any major weakness in the internal control system during
the course of the audit.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of the contract or
arrangement referred to in section 301 of the Companies Act, 1956 have
been entered in the register required to be maintained under that
section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (a) above and exceeding the value of Rs. 5
lakh with any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time. For purchases of certain items of inventories and fixed
assets that are for the Company''s specialised requirements and
similarly for sale of certain goods that are for specialised
requirements of buyers for which suitable sources are not available to
obtain comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under section 209(1)(d) of the Companies
Act, 1956 in respect of the products manufactured by the Company and
are of the opinion that prima facie, the prescribed accounts and
records have been made and maintained. However, we have not made a
detailed examination of the records.
(ix) (a) According to the information and explanations give to us and
on the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provided Fund, Employees'' State Insurance,
Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth
tax, Service tax, Customs duty, Excise duty, Cess and other material
statutory dues have generally been regularly deposited during the year
by the Company with appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Investor
Education and Protection Fund, Employees'' State Insurance, Income- tax,
Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and
other material statutory dues were in arrears as at 31 December 2013
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Wealth tax which have not been deposited with the
appropriate authorities on account of any dispute.
According to the information and explanations given to us, the
following dues of Income tax, Excise duty, Custom Duty, Service tax,
Sales tax and Entry tax have not been deposited with the appropriate
authorities on account of disputes :
Name of the
statute Nature of the dues Amount Period to
which Forum where
dispute
(Rs in amount
relates is pending
Lakhs)
Income Tax
Act, 1961 Disallowances
arising 359 Assessment
years Hon''ble High
Court of
In income tax
proceedings 1997-98 to
2010-11 Calcutta,
Income Tax
(Net of deposit of Appellate
Tribunal,
Rs 10, 312 lakhs) Commissioner
of Income
Tax (Appeals)
Central
Excise Act,
1944 Disallowance of
Cenvat 141 2006 to
2012 Additional
Commissioner,
Credit Commissioner,
Hon''ble High
Court of
Calcutta
Central
Excise Act,
1944 For non payment
of Excise 142 2000 Central Excise
and Service
Duty on Service
Charges Tax Appellate
Tribunal,
and Machine hire
charges Additional
Commissioner
Central Excise
Act, 1944 Penalty for
delayed payment 20 June 1999
to Central Excise
and Service
of differential
excise duty for April 2000 Tax Appellate
Tribunal
Supply of goods
under Advance
Intermediate
licence
Customs Act,
1962 Classification of
High 31 2005 to
2011 Central Excise
and Service
Alumina Cement Tax Appellate
Tribunal
Finance Act,
1994 For Non / short 19 2006-2008, Central Excise
and Service
Payment of
payment of 2008-09, Tax Appellate
Tribunal,
Service tax 2009-10 Additional
Commissioner
of service tax
Central Sales
Tax Act Due to non-
submission of 130 2002-03, Assistant
Commissioner,
Declaration form
(Net of 2003-04, Commissioner
(Appeals),
Deposit of Rs.
106 lakhs) 2005-06, Sales Tax
Appellate
2008-09, Tribunal,
Hon''ble High
2009-10 Court of
Calcutta
State Sales
Tax Act Disallowance of
Input credit 376 2005-06,
2006-07, Commissioner
(Appeals),
(Net of deposit of
Rs. 99 lakhs) 2007-08,
2008-09, Sales Tax
Appellate
2009-10 Tribunal,
Supreme Court
The West
Bengal Tax Entry Tax 66 June 2013
to Hon''ble High
Court of
on entry of
Goods into December
2013 Calcutta
Local Areas
Act, 2012
(x) 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.
(xi) According to the information and explanations given to us, the
Company has neither taken any loan from financial institution or bank
nor has it issued any debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or nidhi/mutual benefit
fund/society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that funds raised on short term basis have not been used
for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
to companies/firms/parties covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during year
the year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit for this year.
For B S R & Co. LLP
Chartered Accountants
Firm Registration No. 101248W
Vikram Advani
Place : Kolkata Partner
Date : 25 February 2014 Membership No. 091765
Dec 31, 2012
1. We have audited the attached Balance Sheet of Vesuvius India
Limited (''the Company'') as at 31 December 2012, the Statement of Profit
and Loss 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 misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. 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 Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in agreementwith the books
ofaccount;
(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956;
(e) On the basis of written representations received from directors as
on 31 December 2012, and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31 December
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 accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fairview in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of the affairs of the
Company as at 31 December 2012;
ii) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to the Auditors'' Report
(REFERRED TO IN OUR REPORT OF EVEN DATE )
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its fixed assets. In accordance with this
programme, certain fixed assets were physically verified. No material
discrepancies were noticed on such verification carried out during the
year.
(c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) (a) The inventory, except goods-in-transit, has been physically
verified by the management during the year.
In ouropinion, the frequency ofsuch verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventories and fixed assets and with regard to the sale
of goods and services. We have not observed any majorweakness in the
internal control system during the course ofthe audit.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts orarrangements
referred to in Section 301 ofthe Companies Act, 1956 have been entered
in the register required to be maintained underthat section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (a) above and exceeding the value of Rs. 5
lakh with any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time except for purchases of certain items of inventories and fixed
assets that are for the Company''s specialised requirements and
similarly for sale of certain goods for specialised requirements of
buyers for which suitable sources are not available to obtain
comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under section 209(1)(d) of the Companies
Act, 1956 in respect of the products manufactured by the Company and
are of the opinion that prima facie, the prescribed accounts and
records have been made and maintained. However, we have not made a
detailed examination ofthe records.
(ix) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax,
Wealth tax, Service tax, Customs duty, Excise duty, and other material
statutory dues have generally been regularly deposited during the year
by the Company with appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Investor
Education and Protection Fund, Employees'' State Insurance, Income-tax,
Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, and
other material statutory dues were in arrears as at 31 December 2012,
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Wealth tax which have not been deposited with the
appropriate authorities on account of any dispute.
According to the information and explanations given to us, dues of
Income tax, Sales tax, Service tax, Excise duty and Custom Duty which
have not been deposited on account of any dispute are listed below:
Name of the
statute Nature of the
dues Amount Period Forum where
dispute
(Rs in is pending
lakhs)
Income Tax
Act,1961 Disallowances
arising in
income 740 Assessment
years Hon''ble High
Court of
tax proceedings
(Net of deposit 1997-98 to
2008-09 Calcutta,
Income Tax
of Rs. 9,058
lakhs) Appellate
Tribunal,
Commissioner
of Income Tax
(Appeals)
Central
Excise
Act,1944 Disallowance
of Cenvat Credit 5 2008 Additional
Commissioner
Central
Excise
Act,1944 For non payment
of Excise 142 2000 Central Excise
and Service
Duty on Service
Charges Tax Appellate
Tribunal,
and Machine
hire charges Additional
Commissioner
Central
Excise
Act,1944 Penalty for
delayed payment 20 June 1999 to
April 2000 Central Excise
and Service
of differential
excise duty for Tax Appellate
Tribunal
supply of goods
under Advance
Intermediate
licence.
Customs
Act,1962 Classification
of High Alumina 31 2005 to 2011 Central Excise
and Service
Cement Tax Appellate
Tribunal
Service Tax For Non/short
payment 7 2008-09,
2009-10 Commissioner
(Appeals),
of payment of
service tax Additional
Commissioner of
Service Tax,
Deputy
Commissioner
Central
Sales Tax Due to non-
submission of 23 2009-10,
2010-2011 Sales Tax
Appellate
declaration form. Tribunal,
Commissioner
(Appeals),
Assistant
Commissioner
State Sales
Tax Disallowance
of Input credit 44 2005-06,
2006-07,
2007-08, Commissioner
(Appeals)
2008-09
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial
yearand in the immediately preceding financial year.
(xi) According to the information and explanations given to us, the
Company has neither taken any loan from financial institution or bank
nor has it issued any debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund ora nidhi/mutual
benefitfund/society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks orfinancial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination ofthe balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long- term investment.
(xviii) The Company has not made any preferential allotment of shares
to companies/firms/parties covered in the registermaintained
underSection 301 ofthe Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit for this year.
For BSR & Co.
Chartered Accountants
Firm''s Registration No. 101248W
Vikram Advani
Partner
Place: Kolkata
Date : 26 February 2013 Membership No.091765
Dec 31, 2011
1. We have audited the attached Balance Sheet of Vesuvius India
Limited ('the Company') as at 31 December 2011, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date, annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial 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 ('the
Order'), issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the 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, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956.
(e) On the basis of written representations received from directors as
on 31 December 2011, and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31 December
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 give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of the affairs of the
Company asat31 December 2011;
ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its fixed assets. In accordance with this
programme, certain fixed assets were physically verified. No material
discrepancies were noticed on such verification carried out during the
year.
(c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) (a) The inventory, except goods-in-transit, has been physically
verified by the management during the year.
In our opinion, the frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventories and fixed assets and with regard to the sale
of goods and services. We have not observed any major weakness in the
internal control system during the course of the audit.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 have been entered
in the register required to be maintained under that section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (a) above and exceeding the value of Rs. 5
lakh with any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time except for purchases of certain items of inventories and fixed
assets that are for the Company's specialised requirements and
similarly for sale of certain goods for specialised requirements of
buyers for which suitable sources are not available to obtain
comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with size and nature of its business.
(viii) The Central Government has not prescribed the maintenance of
cost records under Section 209(1)(d) of the Companies Act 1956 for any
of the products manufactured/services rendered by the Company.
(ix) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance, Income-tax, Sales-tax,
Wealth tax, Service tax, Customs duty, Excise duty, and other material
statutory dues have generally been regularly deposited during the year
by the Company with appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Investor
Education and Protection Fund, Employees' State Insurance, Income-tax,
Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, and
other material statutory dues were in arrears as at 31 December 2011,
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Wealth tax which have not been deposited with the
appropriate authorities on account of any dispute.
According to the information and explanations given to us, dues of
Income tax, Sales tax, Service tax, Excise duty and Custom Duty which
have not been deposited on account of any dispute are listed below:
Name of the
statute Nature of
the dues Amount Period Forum where
dispute is pending
Income
Tax
Act,1961 Disallowances
arising in
income 66,064 Assessment
years Hon'ble High
Court of
tax
proceedings
(Net of
deposit 1997-98 to
2008-09 Calcutta,Income
Tax
of
Rs. 905,819
thousands) Appellate Tribunal,
Commissioner of
Income Tax
(Appeals)
Central
Excise
Act,1944 Disallowance
of Cenvat
Credit 608 Nov 2000,
2007-2008 Commissioner
(Appeals)
Central
Excise
Act,1944 For non
payment of
Excise 14,149 2000 Central Excise
and Service
Duty on
Service
Charges Tax Appellate
Tribunal,
and
Machine
hire
charges Additional
Commissioner
Central
Excise
Act,1944 Penalty
for
delayed
payment 1,949 June 1999to
April 2000 Central Excise
and Service
of
differential
excise duty
for Tax Appellate
Tribunal
supply of
goods under
Advance
Intermediate
licence.
Customs
Act,1962 Classification
of High
Alumina 1,555 2005-06
till date Commissioner of
Cement Customs
Service
Tax For Non /
short payment 1,971 2006-2007,
2007-08, Commissioner
(Appeals),
of payment
of service
tax 2008-09,
2009-10, Additional
Commissioner of
2010-2011 Service Tax,
Deputy
Commissioner
Central
Sales
Tax Duetonon-
submission
of 6,021 2007-08,
2008-09 Sales Tax
Appellate
declaration
form. 2009-10,
2010-2011 Tribunal,
Commissioner
(Net of
deposit of (Appeals),
Assistant
Rs. 8,299
thousand) Commissioner
State
Sales
Tax Disallowance
of Input
credit 4,352 2005-06,
2006-07,
2007-08, Commissioner
(Appeals)
2008-09
(x) 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.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institution. The Company did not have any
outstanding debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual
benefit fund/society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis and repaid during
the year have not been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
to companies/firms/parties covered in the register maintained
under Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For BSR& Co.
Chartered Accountants
Firm's Registration No. 101248W
Vikram Advani
Partner
Place: Kolkata
Date : 29 February 2012 Membership Number No.091765
Dec 31, 2010
1. We have audited the attached Balance Sheet of Vesuvius India
Limited (the Company) as at 31 December 2010, the 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 misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (the
Order), issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the 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, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956.
(e) On the basis of written representations received from directors as
on 31 December 2010, and taken on record by the Board of Directors, we
report that, none of the directors is disqualified as on 31 December
2010 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 give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of the affairs of the
Company as at 31 December 2010;
ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to the AuditorsReport
(REFERRED TO IN OUR REPORT OF EVEN DATE )
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were
noticed on verification carried out during the year.
(c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) (a) The inventory, except goods-in-transit has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventories and fixed assets and with regard to the sale
of goods and services. We have not observed any major weakness in the
internal control system during the course of the audit.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 have been entered
in the register required to be maintained under that section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (a) above and exceeding the value of Rs. 5
lakh with any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time except for purchases of certain items of inventories and fixed
assets that are for the Companys specialised requirements and
similarly for sale of certain goods for specialised requirements of
buyers for which suitable sources are not available to obtain
comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with size and nature of its business.
(viii) The Central Government has not prescribed the maintenance of
cost records under Section 209(1 )(d) of the Companies Act 1956 for any
of the products manufactured/services rendered by the Company.
(ix) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income-tax, Sales-tax,
Wealth tax, Service tax, Customs duty, Excise duty, Cess and other
material statutory dues have generally been regularly deposited during
the year by the Company with appropriate authorities.
There were no dues on account of Cess under Section 441A of the Act
since the date from which the aforesaid Section comes into force has
not yet been notified by the Central Government.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Investor
Education and Protection Fund, Employees State Insurance, Income-tax,
Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and
other material statutory dues were in arrears as at 31 December 2010,
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Customs duty, Wealth tax and Cess which have not been
deposited with the appropriate authorities on account of any dispute.
According to the information and explanations given to us, dues of
Income tax, Sales tax, Service tax, Excise duty which have not been
deposited on account of any dispute are listed below:
Name of Nature of
the dues Amount Period
to which Forum where
the statute (Rs. 000) dispute
relates dispute is
pending
Income Tax
Act,1961 Disallowances
arising in
income 63,306 Assessment
years High Court at
Calcutta,
tax proceedings
(Net of deposit 1997-98 to
2008-09 Commissioner
of
of Rs. 905,819
thousands) Income Tax
(Appeals)
Central
Excise Act, Disallowance
of Cenvat
Credit 6,277 2001,2004
-2005, Commissioner
(Appeals),
1944 2005-2006,
2006-2007, Deputy
Commissioner
2007-2008,
2008-2009,
2009-2010
(Upto Jan 2010)
Central
Excise Act, For non
payment of
Excise 14,148 2000 Central Excise
and Service
1944 Duty on
Service
Charges Tax Appellate
Tribunal,
and Machine
hire charges Commissioner
Service tax
Central
Excise Act, Penalty for
delayed
payment 1,949 June 1999 to
April 2000 Central Excise
and Service
1944 of differential
excise duty
for Tax Appellate
Tribunal
supply of goods
under Advance
Intermediate
licence.
The Finance
Act, Disallowance
of Service
tax on 26,610 July 2006 to
December 2007, Commissioner
(Appeals),
1994
(Service
Tax) intellectual
property
services February 2009 to
August 2009, Central Excise
and Service
September 2009
to August 2010 Tax Appellate
Tribunal
The Finance
Act, Cenvat Credit
availed 2,311 January 2006
to March 2007 Commissioner
(Appeals)
1994
(Service
Tax) against Service
tax paid
on Goods
Transport Agency
The Finance
Act, Service tax
with penalty 1,559 2008-09 Commissioner
(Appeals)
1994
(Service
Tax) on tax
deducted
at source
part of
royalty
Central
Sales
Tax Act Due to non
-submission of 39,059 2006-07,
2007-08, Commissioner
(Appeals),
declaration
form. 2008-2009,
2009-10 Revisional
Board, Sales
(Net of deposit
of Tax Appellate
Tribunal
Rs. 16,041
thousands)
West Bengal
Value Disallowance of
Input credit 4,104 2005-06,
2006-07, Commissioner
(Appeals)
Added Tax
Act, 2003 2007-08
Kamataka
Value Added Classification
of Monolithics 9,950 2005 to
2007 Kamataka
Sales Tax
Tax Act,
2003 (Net of deposit of Appellate
Tribunal
Rs. 9,950
thousands)
(x) 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.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institution. The Company did not have any
outstanding debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that the funds raised on short-term basis and repaid during
the year have not been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
to companies/firms/parties covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For B S R & Co.
Chartered Accountants
Firms Registration No. 101248W
Vikram Advani
Place: Kolkata Partner
Date : 25 February 2011 Membership No.: 091765
Dec 31, 2009
1. We have audited the attached Balance Sheet of Vesuvius India
Limited as at 31 December 2009, the 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 misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to above, we
report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the 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
the books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956.
(e) On the basis of written representations received from directors as
on 31 December 2009, and taken on record by the Board of Directors, we
report that, none of the directors is disqualified as on 31 December
2009 from being appointed as a Director in terms of Section 274(1 )(g)
of the Companies Act, 1956;
In our opinion and to the best of our information and according to the
explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and,
give a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of the affairs of the
Company as at 31 December 2009; and
ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to the Auditors Report
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were
noticed on verification carried out during the year.
(c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) (a) The inventory, except goods-in-transit has been physically
verified by the management during the year. In our opinion, the
frequency of such verification is reasonable.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventories and fixed assets and with regard to the sale
of goods and services. We have not observed any major weakness in the
internal control system during the course of the audit.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 have been entered
in the register required to be maintained under that section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (a) above and exceeding the value of Rs. 5
lakh with any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time except for purchases of certain items of inventories that are for
the Companys specialised requirements and similarly for sale of
certain goods for specialised requirements of buyers for which suitable
sources are not available to obtain comparable quotations. However, on
the basis of information and explanations provided, the same appear
reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
(viii) The Central Government has not prescribed the maintenance of
cost records under Section 209(1 )(d) of the Companies Act, 1956 for
any of the products manufactured/services rendered by the Company.
(ix) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income-tax, Sales-tax,
Wealth tax, Service tax, Customs duty, Excise duty, Cess and other
material statutory dues have generally been deposited regularly during
the year by the Company with appropriate authorities.
There were no dues on account of Cess under Section 441A of the Act
since the date from which the aforesaid Section comes into force has
not yet been notified by the Central Government.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Investor
Education and Protection Fund, Employees State Insurance, Income-tax,
Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and
other material statutory dues were in arrears as at 31 December 2009,
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Customs duty, Wealth tax and Cess which have not been
deposited with the appropriate authorities on account of any dispute.
According to the information and explanations given to us, dues of
Income tax, Sales tax, Service tax, Excise duty which have not been
deposited on account of any dispute are listed below:
Name of the
statute Nature of the dues Amount Period
(Rs. 000)
Income Tax
Act,1961 Disallowances arising 10,229 Assessment years
in income tax proceedings 2000-2001, 2002-2003
Central Excise
Act, 1944 Stock difference adjustment 4,298 2004-2005 & 2005-2006
Central Excise
Act, 1944 Disallowance of Cenvat Credit 776 2004-2005, 2007-2008,
2001
Central Excise
Act, 1944 For non payment of Excise 14,148 2000
Duty on Service Charges
and Machine hire charges
Central
Excise Act,
1944 Penalty for delayed payment 1,949 1999
of differential excise duty for
supply of goods under Advance
Intermediate licence.
Service
Tax Disallowance of Service 20,886 2006-2007
tax on intellectual
property services
Service
Tax Cenvat Credit availed 2,311 2006-2007
against Service tax paid
on Goods Transport Agency
Service
tax Interest & Penalty for 2,553 July 2004 to
Dec 2005
delayed payment of
Service Tax on Royalty
Service
Tax Service tax with penalty on 1,559 2008-09
tax deducted at source
with respect to royalty
Central
Sales tax Due to non-submission 65,560 2004-2005,
of declaration form 2005-2006, 2006-07
State Sales
tax Disallowance of input credit 1,515 2005-06
Karnataka
VAT Act Classification of Monolithics 9,950 2005 to 2007
Name of the Statue Forum where dispute is
pending
Income Tax Act,1961 Commissioner of
Income Tax (Appeals)
Central Excise Act, 1944 Commissioner (Appeals)
Central Excise Act, 1944 Commissioner (Appeals),
Deputy Commissioner
Central Excise Act, 1944 CESTAT, Commissioner
Service tax
Central Excise Act, 1944 CESTAT
Service Tax CESTAT
Service Tax Additional Commissioner
Service tax CESTAT
Service Tax Joint Commissioner of
Central Excise
Central Sales tax Commissioner (Appeals),
Revisional Board
State Sales tax Commissioner (Appeals),
KarnatakaVATAct Kamataka Sales Tax
Appellate Tribunal
(x) 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.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institution. The Company did not have any
outstanding debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidht/mutual benefit
fund/ society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that the funds raised on short-term basis and repaid during
the year have not been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
to companies/firms/parties covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For B S R & Associates
Chartered Accountants
Vikram Aggarwal
Place: Gurgaon Partner
Date : 23 February, 2010 Membership No.: 089826