Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Welspun Investments and Commercials Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 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 ended 31 March 2018 and a summary of significant accounting policies and other explanatory information (herein after referred to as âInd AS Financial Statementsâ).
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s 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 that 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 (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder. 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules framed thereunder.
We conducted our audit of standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at 31 March 2018, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matters
The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far, 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 standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018, from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
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, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements (Refer Note 20 to the Ind AS financial statements)
ii. The Company did not have any long-term contracts including derivative contracts as at 31 March 2018 for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE âA'' TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under the heading âReport on Other Legal and Regulatory Requirementsâ of our report of even date)
1. The Company does not have any fixed assets. Accordingly, the provisions of clause 3(i)(a), 3(i)(b) and 3(i)(c) of the Order are not applicable to the Company.
2. The Company is maintaining proper records of inventory. According to information and explanations given to us, the Company has only purchases and sales directly from suppliers to buyers and as such no physical inventory is with the Company during the year. Accordingly, the provisions of clause 3(ii) of the Order relating to physical verification of inventory are not applicable to the Company during the year.
3. According to information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) of the Order are not applicable to the Company.
4. According to information and explanations given to us, in respect of loans, investments, guarantees and securities the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013.
5. According to the information and explanations given to us, the Company has not accepted any deposits during the year within the meaning of Sections 73 to 76 of the Act and the rules framed thereunder.
6. In our opinion and according to the information and explanations given to us, the requirement for maintenance of cost records pursuant to the Companies (cost records and audit) Rules, 2014 specified by the Central Government of India under Section 148 of the Companies Act, 2013 are not applicable to the Company for the year under audit.
7. (a) According to the information and explanation given to us, the Company has been generally regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues as applicable with the appropriate authorities. No undisputed amounts payable in respect of aforesaid statutory dues were outstanding as on the last day of the financial year for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, customs duty, excise duty, value added tax and cess, which have not been deposited on account of any dispute except as under:
Nature of Dues |
Assessment Year |
Disputed Amount |
Amount paid |
Income Tax Demand |
2013-2014 |
Rs.462,250 |
Rs. 69,500 (Amount paid under protest) |
8. According to the information and explanations given to us, the Company does not have any loans or borrowings from banks or financial institutions or government or debenture holders. Accordingly, paragraph 3(viii) of the Order is not applicable to the Company.
9. According to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). The Company does not have any term loans during the year.
10. According to the information and explanation given to us, we have neither come across any instances of fraud by the Company or any fraud on the Company by its officers or employees have been noticed or reported during the year, nor have we been informed of any such cases by the management.
11. According to the information and explanations given to us, the Company has not paid or provided managerial remuneration during the year.
12. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of clause 3(xii) of the Order are not applicable to the Company.
13. According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the Company has disclosed related party transactions in the Financial Statements as required by the accounting standards.
14. According to the information and explanations given to us, the Company has not made preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
15. According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
16. According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of lndia Act, 1934.
ANNEXURE âB'' TO THE INDEPENDENT AUDITOR''S REPORT
(Referred to in paragraph 2(f) under the heading âReport on Other Legal and Regulatory Requirements'' of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Welspun Investments and Commercials Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the standalone Ind AS 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
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 âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
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 judgement, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS 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 Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the Ind AS 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 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For PYS & CO LLP
Chartered Accountants
Firm Registration No.: 012388S/S200048
(Dimple Shah Savla)
Partner
Membership No. 121502
Place: Mumbai
Dated: May 23, 2018
Mar 31, 2016
INDEPENDENT AUDITORSâ REPORT
To the Members of Welspun Investments and Commercials Limited Report on the Financial Statements
We have audited the accompanying financial statements of Welspun Investments and Commercials Limited (âthe Companyâ), which comprise the balance sheet as at 31 March 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 (âthe Actâ) with respect to the preparation of these financial statements to 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.
Auditors'' 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 and the Rules made there under including the accounting and auditing standards and matters which are required to be included in the audit report.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 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, 2015 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained 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, it appears from our examination of those books.
c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 âAnnexure Bâ.
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, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations as at 31 March 2016 which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts as at 31 March 2016 for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(Referred to in paragraph 1 under the heading âReport on Other Legal and Regulatory Requirements'' of our report of even date)
1. The Company does not have any fixed assets. Accordingly, the provisions of clause 3(i)(a), 3(i)(b) and 3(i)(c) of the Order are not applicable to the Company.
2. The Company is maintaining proper records of inventory. According to information and explanations given to us, the Company has only purchases and sales directly from suppliers to buyers and as such no physical inventory is with the Company during the year. Accordingly, the provisions of clause 3(ii) of the Order relating to physical verification of inventory are not applicable to the Company during the year.
3. According to information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) of the Order are not applicable to the Company.
4. According to information and explanations given to us, in respect of loans, investments, guarantees and securities the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013.
5. According to the information and explanations given to us, the Company has not accepted any deposits during the year within the meaning of Sections 73 to 76 of the Act and the rules framed there under.
6. In our opinion and according to the information and explanations given to us, the requirement for maintenance of cost records pursuant to the Companies (cost records and audit) Rules, 2014 specified by the Central Government of India under Section 148 of the Companies Act, 2013 are not applicable to the Company for the year under audit.
7. (a) According to the information and explanation given to us, the Company has been generally regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues as applicable with the appropriate authorities. No undisputed amounts payable in respect of aforesaid statutory dues were outstanding as on the last day of the financial year for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, customs duty, excise duty, value added tax and cess, which have not been deposited on account of any dispute.
8. According to the information and explanations given to us, the Company does not have any loans or borrowings from banks or financial institutions or government or debenture holders. Accordingly, paragraph 3(viii) of the Order is not applicable to the Company.
9. According to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). The Company does not have any term loans during the year.
10. According to the information and explanation given to us, we have neither come across any instances of fraud by the Company or any fraud on the Company by its officers or employees have been noticed or reported during the year, nor have we been informed of any such cases by the management.
11. According to the information and explanations given to us, the Company has not paid or provided managerial remuneration during the year.
12. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of clause 3(xii) of the Order are not applicable to the Company.
13. According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the Company has disclosed related party transactions in the Financial Statements as required by the accounting standards.
14. According to the information and explanations given to us, the Company has not made preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
15. According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
16. According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of lndia Act, 1934.
(Referred to in paragraph 2(f) under the heading âReport on Other Legal and Regulatory Requirements'' of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Welspun Investments and Commercials Limited (âthe Companyâ) as of 31 March 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
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 âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
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 March 2016, 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 PYS & Co.
Chartered Accountants
ICAI Registration No.: 012388S
(Dimple Shah Savla)
Place: Mumbai Partner
Dated: 06 May 2016 Membership No. 121502
Mar 31, 2015
We have audited the accompanying financial statements of Welspun
Investments and Commercials Limited ("the Company"), which comprise
the balance sheet as at 31 March 2015, the statement of profit and
loss, the cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these financial statements to 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.
Auditors' 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 and the Rules made
there under including the accounting and auditing standards and matters
which are required to be included in the audit report.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31 March 2015, and its profit and its cash flows for the year ended
on that date.
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 Section
143(11) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained 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, it appears from our examination of those
books.
c) The balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors
as on 31 March 2015 taken on record by the Board of Directors, none of
the directors is disqualified as on 31 March 2015, from being appointed
as a director in terms of Section 164(2) of the Act.
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company does not have any pending litigations as at 31 March
2015 which would impact its financial position.
ii. The Company did not have any long-term contracts including
derivative contracts as at 31 March 2015 for which there were any
material foreseeable losses.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company during the year
ended 31 March 2015.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1 under the heading 'Report on Other Legal
and Regulatory Requirements' of our report of even date)
1. The Company does not have any fixed assets. Accordingly, the
provisions of clause 3(i)(a) and 3(i)(b) of the Order are not
applicable to the Company.
2. The Company is maintaining proper records of inventory. According
to information and explanations given to us, the Company has only
purchases and sales directly from suppliers to buyers and as such no
physical inventory is with the Company during the year. Accordingly,
the provisions of clause 3(ii)(a), 3(ii)(b) and 3(ii)(c) of the Order
relating to physical verification of inventory are not applicable to
the Company during the year.
3. According to information and explanations given to us, the Company
has not granted any loans, secured or unsecured, to companies, firms
and other parties covered in the register maintained under Section 189
of the Act. Accordingly, the provisions of clause 3(iii)(a) and
3(iii)(b) of the Order are not applicable to the Company.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, with
regard to purchase of inventory and for the sale of goods. During the
course of our audit, we have not observed any continuing failure to
correct major weaknesses in internal control system.
5. According to the information and explanations given to us, the
Company has not accepted any deposits within the meaning of Sections
73, 74, 75 and 76 of the Act and the rules framed thereunder during the
year.
6. We have broadly reviewed the cost records maintained by the Company
as prescribed under Section 148(1) of the Act and are of the opinion
that prima facie, the prescribed cost records have been maintained. We
have, however, not made a detailed examination of the cost records with
a view to determine whether they are accurate or complete.
7. (a) According to the information and explanation given to us, the
Company has been generally regular in depositing the undisputed
statutory dues including provident fund, employees' state insurance,
income tax, sales tax, wealth tax, service tax, custom duty, excise
duty, value added tax, cess and other material statutory dues as
applicable with the appropriate authorities. No undisputed amounts
payable in respect of aforesaid statutory dues were outstanding as on
the last day of the financial year for a period of more than six months
from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of income tax, sales tax, service tax, customs duty, wealth
tax, excise duty, value added tax and cess, which have not been
deposited on account of any dispute.
(c) According to the information and explanations given to us, there
are no amount required to be transferred by the Company to investor
education and protection fund in accordance with the provisions of the
Companies Act, 1956 (1 of 1956) and rules made thereunder.
8. The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
9. According to the information and explanations given to us, the
Company does not have any borrowings from banks or financial
institutions and by way of debentures.
10. In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee during the year
for the loans taken by others from banks or financial institutions.
11. The Company has not availed any term loan during the year and no
term loan is outstanding as such no comments required as to the purpose
for which term loans were obtained and applied.
12. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanation given to us, we have neither come across any instances of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such cases by the management.
For Suresh Surana & Associates LLP
Chartered Accountants
ICAI Registration No.: 121750W / W-100010
(Nirmal Jain)
Place: Mumbai Partner
Dated: 14th May, 2015 Membership No. 034709
Mar 31, 2014
We have audited the accompanying financial statements of Welspun
Investments and Commercials Limited ("the Company"), which comprise the
balance sheet as at 31 March 2014, the statement of Profit and loss and
cash fow 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") read with the General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013. 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 entity''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 suffcient 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 March 2014;
(b) in the case of the statement of Profit and loss, of the Profit of the
Company for the year ended on that date; and
(c) in the case of the cash fow statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the 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, the statement of Profit and loss and the cash fow
statement dealt with by this Report are in agreement with the books of
account;
d. In our opinion, the balance sheet, the statement of Profit and loss
and the cash fow statement comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Act read with the
General Circular 15/2013 dated 13 September 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013;
and
e. On the basis of written representations received from the directors
of the Company as on 31 March 2014 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2014,
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph under the heading Report on other legal and
regulatory requirements of our report of even date)
1) The Company does not have any fixed assets. Accordingly, the
provisions of clause 4(i)(a), 4(i)(b) and 4(i)(c) of the Order are not
applicable to the Company.
2) The Company is maintaining proper records of inventory. According to
the information and explanations given to us, the Company has only high
sea purchases and sales during the year. Accordingly, the provisions of
clause 4(ii)(a), 4(ii)(b) and 4(ii)(c) of the Order relating to
physical verifcation of inventory are not applicable to the Company
during the year.
3) According to information and explanations given to us, the Company
has not granted / taken any loan, secured or unsecured, to / from
companies, firms and other parties covered in the Register maintained
under Section 301 of the Act. Accordingly, the provisions of clause
4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(f) and 4(iii)(g) of the Order
are not applicable to the Company.
4) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, with
regard to purchase of inventory and for the sale of goods and services.
There are no purchases of fixed assets during the year. During the
course of our audit, we have neither been informed nor we have observed
any major weaknesses in internal control system.
5) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 have been so
entered in the register required to be maintained under that section.
(b) According to the information and explanations given to us, in our
opinion, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. Five lakhs in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time.
6) According to the information and explanations given to us, the
Company has not accepted any deposits from the public during the year.
7) The Company has an internal audit system commensurate with its size
and nature of its business.
8) According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
Section 209(1)(d) of the Act in case of any of the activities of the
Company.
9) (a) According to the information and explanations given to us and on
the basis of our examination of the records of the
Company, the Company is generally regular in depositing the undisputed
statutory dues including provident fund, investor education and
protection funds, employee''s state insurance, income tax, sales tax,
wealth tax, service tax, custom duty, excise duty, cess and other
material statutory dues as applicable with the appropriate authorities.
No undisputed amounts payable in respect of aforesaid statutory dues
were outstanding as on the last day of the financial year 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 sales tax, income tax, service tax, customs duty, wealth
tax, excise duty and cess, which have not been deposited on account of
any dispute.
10) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
11) According to the information and explanations given to us, the
Company does not have any borrowings from banks or financial
institutions and by way of debentures.
12) In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities during the year.
13) 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. Accordingly, the provision of clause 4(xiii) of the
Order is not applicable to the Company.
14) The Company has maintained proper records of the transactions and
contracts with respect to its investments in shares, securities,
debenture and other investments. All the shares, securities, debenture
and other investments are held in the name of the Company.
15) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16) The Company has not raised any term loan during the year.
17) According to the information and explanation given to us and based
on overall examination of the balance sheet of the Company, we report
that no funds raised on short term basis have been used for long term
investment.
18) The Company has not made any preferential allotment of shares to
the parties or companies covered in the register maintained under
Section 301 of the Act during the year.
19) The Company has not issued any debentures during the year.
20) The Company has not raised any money by public issue during the
year.
21) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanation given to us, we have neither come across any instances of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such cases by the management.
For Suresh Surana & Associates LLP
Chartered Accountants
Firm Registration No.: 121750W / W-100010
(Nirmal Jain)
Partner
Membership No. 34709
Place: Mumbai,
Date: 20 May, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Welspun
Investments and Commercials Limited ("the Company"), which comprise the
balance sheet as at 31 March 2013, the statement of profit and loss and
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the balance sheet, of the state of affairs of the
Company as at 31 March 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, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
d. In our opinion, the balance sheet, the statement of profit and loss
and the cash flow statement comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Act; and
e. On the basis of written representations received from the directors
of the Company as on 31 March 2013 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2013,
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph on report on other legal and regulatory
requirements of our report of even date)
1) The Company does not have any fixed assets. Accordingly, the
provisions of clause 4(i)(a), 4(i)(b) and 4(i)(c) of the Order are not
applicable to the Company.
2) The Company is maintaining proper records of inventory. According to
the information and explanations given to us, the Company has only high
sea purchases and sales during the year. Accordingly, the provisions of
clause 4(ii)(a), 4(ii)(b) and 4(ii)(c) of the Order relating to
physical verification of inventory are not applicable to the Company
during the year.
3) According to information and explanations given to us, the Company
has not granted / taken any loan, secured or unsecured, to / from
companies, firms and other parties covered in the Register maintained
under Section 301 of the Act. Accordingly, the provisions of clause
4(iii) (b), 4(iii) (c), 4(iii) (d), 4(iii) (f) and 4(iii) (g) of the
Order are not applicable to the Company.
4) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, with
regard to purchase of inventory and for the sale of goods and services.
There are no purchases of fixed assets during the year. During the
course of our audit, we have neither been informed nor we have observed
any major weaknesses in internal control system.
5) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 have been so
entered in the register required to be maintained under that section.
(b) According to the information and explanations given to us, in our
opinion, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. Five lakhs in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time.
6) According to the information and explanations given to us, the
Company has not accepted any deposits from the public during the year.
7) The Company has an internal audit system commensurate with its size
and nature of its business.
8) According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
Section 209(1) (d) of the Act in case of any of the activities of the
Company.
9) (a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the Company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection funds,
employee''s state insurance, income tax, sales tax, wealth tax, service
tax, custom duty, excise duty, cess and other material statutory dues
as applicable with the appropriate authorities. No undisputed amounts
payable in respect of aforesaid statutory dues were outstanding as on
the last day of the financial year 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 sales tax, income tax, service tax, customs duty, wealth
tax, excise duty and cess, which have not been deposited on account of
any dispute.
10) As the Company is registered for less than five years, the
provision of clause 4(x) of the Order is not applicable to the Company.
11) According to the information and explanations given to us, the
Company does not have any borrowings from banks or financial
institutions and by way of debentures.
12) In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities during the year.
13) 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. Accordingly, the provision of clause 4(xiii) of the
Order is not applicable to the Company.
14) The Company has maintained proper records of the transactions and
contracts with respect to its investments in shares, securities,
debenture and other investments. All the shares, securities, debenture
and other investments are held in the name of the Company.
15) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16) The Company has not raised any term loan during the year.
17) According to the information and explanation given to us and based
on overall examination of the balance sheet of the Company, we report
that no funds raised on short term basis have been used for long term
investment.
18) The Company has not made any preferential allotment of shares to
the parties or companies covered in the register maintained under
Section 301 of the Act during the year.
19) The Company has not issued any debentures during the year.
20) The Company has not raised any money by public issue during the
year.
21) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanation given to us, we have neither come across any instances of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such cases by the management.
For Suresh Surana & Associates
Chartered Accountants
Firm Registration No.: 121750W
(Nirmal Jain)
Partner
Membership No. 34709
Mumbai, Dated: May 15, 2013
Mar 31, 2012
1. We have audited the attached balance sheet of WELSPUN INVESTMENTS
AND COMMERCIALS LIMITED ("the Company") as at 31 March 2012,
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 Central Government of India in terms of section
227(4A) of the Companies Act,1956 ('the Act), on the basis of such
checks of the books and records of the Company as we considered
appropriate and according to information and explanations given to us,
we annex hereto a statement on the matters specified in paragraphs 4
and 5 of the Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, 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 dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Act;
e) On the basis of written representations received from the directors
of the Company as on 31 March 2012 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31 March 2012 from being appointed as a director in terms of clause (g)
of sub-section (1) of Section 274 of the Act; and
f) In our opinion and to the best of our information and according to
the explanations given to us, they said accounts read together with
notes thereon give the information required by the Act, in the manner
so required and gives true and fair view in conformity with the
accounting principles generally accepted in India:
i) in the case of the balance sheet, of the state of affairs of the
Company as at 31 March 2012;
ii) in the case of 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 PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
1) The Company does not have any fixed assets. Accordingly, the
provisions of clause 4(i)(a), 4(i)(b) and 4(i)(c) of the Order are not
applicable to the Company.
2) The Company is maintaining proper records of inventory. According to
the information and explanations given to us, the Company has only high
sea purchases and sales during the year. Accordingly, the provisions of
clause 4(ii)(a), 4(ii)(b) and 4(ii)(c) of the Order relating to
physical verification of inventory are not applicable to the Company
during the year.
3) According to information and explanations given to us, the Company
has not granted / taken any loan, secured or unsecured, to / from
companies, firms and other parties covered in the Register maintained
under Section 301 of the Act. Accordingly, the provisions of clause
4(iii) (b), 4(iii) (c), 4(iii) (d), 4(iii) (f) and 4(iii) (g) of the
Order are not applicable to the Company.
4) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, with
regard to purchase of inventory and for the sale of goods and services.
There are no purchases of fixed assets during the year. During the
course of our audit, we have neither been informed nor we have observed
any major weaknesses in internal control system.
5) According to the information and explanations given to us, there are
no transactions that need to be entered into the register maintained
under Section 301 of the Act. Accordingly, the provision of clause
4(v)(b) of the Order is not applicable to the Company during the year.
6) According to the information and explanations given to us, the
Company has not accepted any deposits from the public during the year.
7) The Company has an internal audit system commensurate with its size
and nature of its business.
8) According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
Section 209(1) (d) of the Act in case of any of the activities of the
Company.
9) (a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the Company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection funds,
income tax, sales tax, wealth tax, service tax, custom duty, excise
duty, cess and other material statutory dues as applicable with the
appropriate authorities. No undisputed amounts payable in respect of
aforesaid statutory dues were outstanding as on the last day of the
financial year 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 sales tax, income tax, service tax, customs duty, wealth
tax, excise duty and cess, which have not been deposited on account of
any dispute.
10) As the Company is registered for less than five years, the
provision of clause 4(x) of the Order is not applicable to the Company.
11) According to the information and explanations given to us, the
Company does not have any borrowings from banks or financial
institutions and by way of debentures.
12) In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities during the year.
13) 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. Accordingly, the provision of clause 4(xiii) of the
Order is not applicable to the Company.
14) The Company has maintained proper records of the transactions and
contracts with respect to its investments in shares, securities,
debenture and other investments. All the shares, securities, debenture
and other investments are held in the name of the Company.
15) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16) The Company has not raised any term loan during the year.
17) According to the information and explanation given to us and based
on overall examination of the balance sheet of the Company, we report
that no funds raised on short term basis have been used for long term
investment.
18) The Company has not made any preferential allotment of shares to
the parties or companies covered in the register maintained under
Section 301 of the Act during the year.
19) The Company has not issued any debentures during the year.
20) The Company has not raised any money by public issue during the
year.
21) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanation given to us, we have neither come across any instances of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such cases by the management.
FOR SURESH SURANA & ASSOCIATES
Chartered Accountants
Firm Reg. No.: 121750W
(Nirmal Jain)
PARTNER
Membership No. 34709
Mumbai;
Dated: May 25, 2012
Mar 31, 2010
1. We have audited the attached balance sheet of WELSPUN INVESTMENTS
AND COMMERCIALS LIMITED (Formerly known as Welspun Investments Limited)
as at 31 March 2010, the profit and loss account and the cash -flow
statement for the period 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 as
amended by the Companies (Auditors Report) (Amendment) Order, 2004
(hereinafter referred to as the Order) issued by Central Government
of India in terms of section 227(4A) of the Companies Act, 1956, on the
basis of such checks of the books and records of the Company, as we
considered appropriate and according to information and explanations
given to us, we annex hereto a statement on the matters specified in
paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, 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, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account;
d) In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956;
e) On the basis of written representations received from the directors
of the Company as on 31 March 2010 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31 March 2010 from being appointed as a director in terms of clause (g)
of sub-section (1) of Section 274 of the Companies Act, 1956; and
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
other notes thereon in Schedule 6, give the information required by
the Companies Act 1956, in the manner so required and gives true and
fair view in conformity with the accounting principles generally
accepted in India:
i) in the case of the balance sheet, of the state of affairs of the
Company as at 31 March 2010;
ii) in the case of profit and loss account, of the profit for the year
ended on that date; and
iii) in the case of the cash flow statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR
REPORT OF EVEN DATE
1. The Company has no fixed assets. Accordingly, clause 4(i)(a),
4(i)(b) and 4(i)(c) of the Order are not applicable to the Company.
2. In our opinion and according to information and explanations given
to us in respect of its inventories:
a) The management has conducted physical verification of inventory at
reasonable intervals.
b) The procedures of physical verification of inventory followed by the
management are reasonable and adequate in relation to the size of the
Company and the nature of its business.
c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification of
inventory as compared to book records and the same have been properly
dealt with in the books of account.
3. The Company has not granted / taken any loans, secured or unsecured
to / from Companies, firms and other parties listed in the register
maintained under Section 301 of the Companies Act, 1956. Accordingly,
the provisions of clause 4(iii)(b), 4(iii)(c) 4(iii)(d), 4(iii) (f),
and 4(iii)(g) of the Order are not applicable to the Company.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business, with
regard to purchase of inventory, fixed assets and for the sale of goods
and services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system.
5. According to the information and explanations given to us, there
are no transactions that need to be entered into the register
maintained under Section 301 of the Act. As there are no transactions
that need to be entered into the register maintained under Section 301
of the Act, the provisions of clause 4(v)(b) of the Order is not
applicable during the year.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
7. The requirement of having internal audit system was not applicable
to the Company during the year.
8. In our opinion, the Central Government has not prescribed
maintenance of cost records under Section 209(1) (d) of the Companies
Act, 1956 in case of any of the activities of the Company.
9. (a) The Company is generally regular in depositing
the undisputed statutory dues including provident fund, investor
education and protection funds, employees state insurance, income tax,
sales tax, wealth tax, service tax, custom duty, excise duty, cess and
other material statutory dues as applicable with the appropriate
authorities. No undisputed amounts payable in respect of aforesaid
statutory dues were outstanding as on the last day of the financial
year 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 sales tax, income tax, service tax, customs
duty, wealth tax, excise duty and cess, which have not been deposited
on account of any dispute.
10. As the Company is registered for less than five years, the
provisions of clause 4(x) of the Order are not applicable to the
Company.
11. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to the
banks. The Company does not have any borrowings from financial
institutions and by way of debentures.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
13. 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. Accordingly, the clause 4(xiii) of the Order is not
applicable to the Company.
14. The Company has maintained proper records of the transactions and
contracts with respect to its investments in shares, securities,
debenture and other investments. All the shares, securities, debenture
and other investments are held in the name of the Company or are in
process of being transferred in the name of the Company.
15. In our opinion and according to the information and explanations
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions.
16. The Company has not raised any term loan during the year.
17. According to the information and explanation given to us and on
overall examination of the balance sheet of the Company, we report that
as at 31 March 2010 no funds raised on short term basis have been used
for long term investment.
18. The Company has not made any preferential allotment of shares to
the parties or companies covered in the register maintained under
Section 301 of the Act during the year.
19. The Company has not issued any debentures during the year.
20. The Company has not raised any money by public issue during the
year.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanation given to us, we have neither come across any instances of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such cases by the management.
For Suresh Surana & Associates
Chartered Accountants
Firm Reg. No.: 121750W
(Nirmal Jain)
Partner
Membership No. 34709
Mumbai, July 6, 2010
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