Mar 31, 2015
We have audited the accompanying standalone financial statements of
WINSOME DIAMONDS AND JEWELLERY LIMITED ("the Company"), which comprise
the Balance Sheet as at 31st March 2015, 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.
2. 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
fairview 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.
3. Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act.Those Standards require that
we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and 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 control 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.
4. Basis for Qualified Opinion
A. In accordance with Accounting Standard - 11 (Standard on The
Effects of Changes in Foreign Exchange Rates), the Company is required
to report the monetary items using the closing rate. Accordingly the
Company is required to value the monetary assets and liabilities viz
foreign currency trade receivables, trade payables and foreign currency
loan at the foreign exchange rate prevailing as on the date of the
balance sheet. The Company has not carried out such valuations as at
the year end. Accordingly the exchange loss for the year is overstated
thereby resulting in the total loss for the year being
overstated/profit understated by Rs. 214,54,39,618(net).Trade
receivables are understated by Rs. 723,73,84,562, trade payables are
understated by Rs. 796,76,830 as on the balance sheet date and foreign
currency loan is understated by Rs.74,67,778(Refer Note No. 7, 8 (A5),
14(b),19(c) and 23(b)).
B. The Company has made long term investments in Forever Precious
Diamonds and Jewellery Ltd. (Forever) amounting to Rs. 141,17,10,802,
thereby resulting in it holding a 49 % stake in the equity of that
company. The said investments continue to be valued at cost. As stated
in Note No. 12 A 1 & 2, in the view of the management, provision for
diminution in value of investments as per the requirements of
Accounting Standard -13 (Accounting for Investments) is not considered
necessary and hence not made. We have been provided with the financial
statements of Forever for the year ended 31stMarch 2014. We have
observed that there are no significant business operations in Forever.
Further the auditors of Forever have qualified the financial statements
and termed the company as a non-going concern. In view of the above the
Company should have provided the diminution in value of investments
amounting to Rs. 141,17,10,801. Accordingly the loss for the year have
been understated and investments overstated by Rs. 141,17,10,801.
C. Due to the defaults of the Company to the banks, the Company's
accounts have been classified as NPAs by the banks. Most of the banks
have not charged interest on the Company's borrowings/loans, while some
banks have been charging interest at higher rates. The company till
last year/ period was providing for interest at 12.5 % on all
outstanding which was the average rate of rupee export finance. During
the year under review no provisions have been made for such interest at
the year end and provisions made during the year have been reversed at
year end. Accordingly Interest for the year is understated resulting in
total loss of the Company is understated by Rs. 565,86,78,505. (Refer
Note 23 (a)).
5. Basis for Disclaimer of Opinion
A. In respect of Trade Receivables amounting to Rs. 4,743,24,55,740
the auditors have not received any confirmations of balances even after
requesting for the confirmations. The management has obtained
confirmation of balances from the respective parties only as on 31st
March, 2013 and none thereafter. There have been defaults on the
payment obligations by the debtors on the due dates. Various attempts
have been made by the management and lenders for recovery, however such
attempts have not resulted into any significant collections or getting
commitment from the parties regarding schedule of payments which are
acceptable to the management / lenders. In view of the above we are
unable to comment on the realisability of the debts and any provision
to be made for unrealisability in the carrying amounts of these
balances and the consequential impact, on the financial statements.
(Refer Note 14 and Note 16to the financial statements)
B. As mentioned in Note No 1 regarding preparation of accounts on a
Going Concern basis and the reasons stated therein and Note No. 27 of
the financial statements detailing the developments that have happened
in the last 2 years, the Company's operating results have been
materially affected due to various factors including non availability
of finance in view of the consortium bankers recalling the financial
facilities granted. These events cast significant doubts on the ability
of the Company to continue as a going concern since the volumes of
business have also drastically dropped in the last 2 years. The
appropriateness of the going concern assumption is dependent on the
Company's ability to raise adequate finance from alternate means and/
or recoveries from overseas debtors to meet its short term and long
term obligations as well as to establish consistent business
operations.
In absence of any convincing audit evidences, no positive steps taken
by the management, non recovery of trade receivables on due date,
non-payment of liabilities including statutory dues, financial
difficulties faced by the company due to recalling of bank finance
facilities and in view of multiple uncertainties stated above, we are
unable to determine the possible effects on the financial statements.
We are also unable to conclude on the ability of the company to carry
on as a going concern.
6. Disclaimer of Opinion
Because of the significance of the matters described in the Basis for
Disclaimer of Opinion paragraph, specifically relating to the multiple
uncertainties created due to factors such as non recovery of trade
receivables on due dates, non payments of liabilities including
statutory dues, financial difficulties faced by the Company due to
recalling of bank finance, we have not been able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion.
Accordingly, we do not express an opinion on the financial statements.
7. Emphasis of Matter
A. The Company has not appointed any Internal Auditors for the year
and accordingly no internal audits were carried out for the entire
year. (Refer note no. 27(ii))
B. The Company has not carried out any valuation of the stocks of
Diamonds and Pearls which are lying with them/in the joint custody with
the bank. To that extent the increase or decrease in the value of
diamond pearl stocks as at year end, as required to be done as per the
requirements of AS-2 Valuation of Inventories, has not been done. The
impact on the profit/loss of the company due the said non valuation has
not been determined. (Refer note no. 27(iii))
8. Report on Other Legal and Regulatory Requirements
1. ) As required by The Companies (Auditors Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
subsection(11) of section 143 of the Act, we give in the Annexure, a
statement on the matters specified in paragraphs 3 and 4 of the said
order.
2. ) As required by section 143(3) of the Companies Act 2013,
we report that:
(a) As described in the Basis for Disclaimer of Opinion Paragraph, we
were unable to obtain 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 the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account
(d) Except for the effects of the matter described in the Basis for
Qualified / Disclaimer Opinion / Emphasis of Matter paragraphs 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 31st March, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st 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) Total pending litigations which would impact the financial position
of the company are enclosed herewith in Annexure A. The management is
unable to ascertain the amount of liabilities to the company on the
said litigations.
(ii) The Company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses.
(iii) Amounts which were required to be transferred to the Investor
Education and Protection fund were duly transferred to the fund by the
Company within the due dates.
(Referred to in para 8 (1) of our auditor's report of even date on the
accounts for the year ended 31st March, 2015 of WINSOME DIAMONDS
AND JEWELLERY LIMITED.
On the basis of such checks as we considered appropriate and in terms
of information and explanations given to us, we state that:
1. (a) The Company has maintained proper records, showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets were being physically verified
by the management at each branch in accordance with a phased programme
of verification. The said procedure was being followed in the past was
reasonable considering the size and nature of its business and no
material discrepancies were noticed in the past years. However during
the current year in case of some branches where the operations have
ceased / suspended, complete verification has not been done.Material
discrepancies, if any will be highlighted once the physical
verification would be completed. (Refer to note Nos. 10 & 11.)
2. (a) In June 2013, the banks had placed the stock of diamonds
belonging to the Head Office and the Mumbai Branch office of the
Company valued at Rs. 39,35,00,031 in the joint custody of the Company
and the banks.The banks had done a test check valuation of the said
stock as on 30th September, 2013 where officers of the Company were
also present. The said valuation has been then forwarded to the
company.Since November 2013 the stocks of Chennai SEZ & Cochin SEZ were
also valued and put in the joint custody of the banks. Confirmation of
the stocks lying with the bank has been confirmed by the management on
the basis of the letter obtained from the bank as on that date. For
the current year under consideration, the stock lying in joint custody
of the banks at HO, Cochin & Chennai the management hasnot carried out
any physical verification of such inventory. Physical verification of
inventory at other branches has been done by the management at regular
intervals.
(b) The procedures of physical verification of inventories, other than
that in the joint custody of the banks, as followed by the management
is reasonable and adequate in relation to the size of the Company and
the nature of its business.
(c) As stated by the management, the Company is maintaining proper
records of inventory. The discrepancies noticed on verification between
the physical stocks and the book records, were not material. Since
majority of the inventory is held in the joint custody of the
consortium of banks, which was not available for our verification, we
have relied on the certificate of the bank and the Company and hence we
are unable to comment on the stock of inventory as at the year ended
March 31, 2015.
3. (a) As per the information and explanations given to us and the
records produced before us for our verification, the Company has not
granted unsecured loan to companies, firms or other parties covered in
the register maintained under section 189 of the Companies Act,
2013.Accordingly, clause 3 (iii) (a) & (b) of the Order is not
applicable to the Company.
4. In our opinion and according to the explanations given to us, there
are adequate internal control systems commensurate with the size of the
company and the nature of its business with regards to purchases of
inventory, fixed assets and sale of goods and services. During the
course of the audit we have not observed any continuing failure to
correct major weaknesses in internal control.
5. The Company has not accepted deposits from the public. As the
company has not accepted deposits, the questions of verifications of
the directives of the Reserve Bank of India and the relevant
provisions of the Companies Act and the rules framed thereunder and
their compliance does not arise.
6. In the Present case, the Central Government has not prescribed the
maintenance of Cost Records under section 148(1) of the Companies Act,
2013. Accordingly clause 3 (vi) of the Order is not applicable to the
Company. As such the question of reviewing the books of account to be
maintained by the Company pursuant to such an order does not arise.
7. (a) According to the records of the company, undisputed statutory
dues including provident fund, investor education and protection fund,
employees state insurance dues, income-tax, sales tax, wealth tax,
service tax, customs duty, excise duty, cess and other material
statutory dues applicable have generally been paid though delayed. In
some cases specially towards the end of the year there have been delay
in the same being deposited with the appropriate authorities.
The details of undisputed amounts due and outstanding for a period
exceeding 6 months are as below :
Value Added Tax at Surat & Bangalore: Rs. 1,70,026
(b) According to the information and explanations given to us and the
records of the Company as examined by us, except for the amounts
mentioned below, there are no disputed dues of income-tax, sales-tax,
VAT, service tax, customs duty, excise duty, wealth tax and cess, which
have not been deposited.
Name of the Nature Amount(Rs.) Period to Forum
Statute of dues which the where
amount dispute is
relates pending
Income Tax Income 40,32,046/- A.Y2010 CIT(A)
Act,1961 Tax 1
Income Tax Income 9,87,022/- A.Y2011 Request for
Act,1961 Tax 12 Rectification
u/s 154 and
CIT(A)
Income Tax Income 2,06,903/- A.Y2013 CIT(A)
Act,1961 Tax T4
Total demand 52,25,971/-
Less: Refunds 66,87,937/-
due, but yet to
be received
Taxpayable Nil
(c) The Company has transferred the amount required to be transferred
to investor education and protection fund in accordance with the
relevant provisions of the Act and rules made there under. The same
have been transferred within the stipulated time.
8. The Company does not have accumulated losses. The Company has
incurred cash losses in the financialyear covered by our audit. The
Company has also incurred cash losses in the immediately preceding
financial period.
9. The Company has defaulted in payment of loans to banks during the
year preceding the previous financial period and continued in this
financial year. The details of such default are as under:
Bank Name Total Amount Date Default
Defaulted started
Axis Bank - Term Loan 7,918,400 08/04/2013
Axis Bank 474,155,520 02/04/2013
Bank of India 906,139,200 06/04/2013
Bank of Maharashtra 2,937,920,826 02/04/2013
Canara Bank 6,722,236,1931 18/03/2013
Bank Name Total Amount Date Default
Defaulted started
Central Bank of India 7,465,886,346 28/03/2013
EXIM Bank 714,743,985 05/04/2013
I D B I Bank 1,147,875,362 06/04/2013
Oriental Bank of Commerce 1,636,021,974 08/04/2013
Punjab National Bank 10,521,187,766 26/03/2013
Standard Chartered Bank 4,061,589,537 25/03/2013
State Bank of Hyderabad 1,277,706,509 08/04/2013
State Bank of Mauritius 463,330,128 18/04/2013
Union BankofIndia 2,803,341,974 21/03/2013
Vijaya Bank 1,448,174,130 02/04/2013
TOTAL 42,588,227,8501
The above defaults are the primary amounts as on the date of the
defaults continuing from the previous periods. The said defaults do not
consider any levies of interest and penal interest charged by the banks
/ provided by the company after the date of the defaults or its
subsequent reversals by some banks. The payments made by the company to
the banks after the above dates are also not considered as we are not
in a position to ascertain whether the repayments are against interest
/ penalty or primary defaults.Some of the Banks have not confirmed the
balances outstanding to them even after writing to them and in some
cases the banks have stopped issuing physical bank statements and the
company and the auditors have relied on e-statements generated from the
web portals of the banks.
The Company does not have any outstanding dues by way of debentures.
10. As informed to us, the Company had given guarantees of USD 5.5 mn
for credit facilities availed by its erstwhile overseas subsidiary,Su-
Raj Diamonds and Jewellery DMCC, from banks.The Company had divested
its entire equity holding in the said subsidiary in the past. However
the said guarantee had not been released since then, and the status of
the guarantee was not available with the Company. The tenure of the
guarantee has expired as on 31st March, 2015 and hence the same has
been considered as discharged. Thus the company has not given any
guarantees for loans taken by others from banks orfinancial
institutions as on the balance sheet date.
11. On the basis of the review of the utilization of funds on overall
basis and related information as made available to us by the Company,
prima facie no fresh loans have been raised by the company during the
year and the term loans raised in the past by the Company were applied
for the purpose for which they had been raised.
12. We have been informed by the management, that the Banks who have
lent funds to the Company, outstanding as at the balance sheet date
amounting to Rs. 41,699,434,422/-,have lodged complaints against the
Company and some of its ex directors, with the Central Bureau of
Investigation (CBI), Mumbai Police and Enforcement Directorate (ED). On
the basis of the said complaints and subsequent F.I.R.s, the CBI,
Mumbai Police and ED have been carrying out investigations, which are
in progress. The Company has been subjected to searches by the CBI. The
Company is yet to be served with a copy of the F.I.R.
For R.C. RESHAMWALA & CO.
CHARTERED ACCOUNTANTS FRN 108832W
RAJNIKANT.C. RESHAMWALA
PARTNER
MUMBAI: 30th May,2015 MEMB. NO. 005502
Mar 31, 2014
1. Report on the Financial Statements
We have audited the accompanying financial statements of Winsome
Diamonds And Jewellery Limited (Formerly Known As Su-Raj Diamonds And
Jewellery Limited) ("the Company"), which comprise the Balance Sheet as
at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow
Statement for the period 1st October 2013 to 31st March, 2014, and a
summary of significant accounting policies and other explanatory
information.
2. Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company prepared
in accordance with the Accounting Standards notified under the
Companies Act, 1956 read with the general circular 15/2003 dated
September 13. 2013 of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act, 2013 and other recognised accounting
practices and policies. 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.
3. Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit in accordance with the Standards on
Auditing issued by the Institute of Chartered Accountants of India.
Because of the matters described in the Basis for Disclaimer of Opinion
paragraph, however, we were not able to obtain sufficient appropriate
audit evidence to provide a basis for an audit opinion.
4. Basis for Qualified Opinion
A. In accordance with Accounting Standard - 11 (Standard on The Effects
of Changes in Foreign Exchange Rates), the Company is required to
report the monetary items using the dosing rate. Accordingly the
Company is required to value the monetary assets and liabilities viz
foreign currency trade receivables and trade payables at the foreign
exchange rate prevailing as on the date of the balance sheet. The
Company has not carried out such valuations as at the period end.
Accordingly the exchange loss for the period is understated, gain for
the period is overstated by Rs. 1,355,674,462 (net). Trade receivables
are understated by Rs. 506,19,59,103 and trade payables are understated
by Rs. 5,71,58,767 till date (Refer Note No. 7 (b), 14(b) and Note
19(c)).
B. The Company has made long term investments in Forever Precious
Diamonds and Jewellery Ltd. (Forever) amounting to Rs. 1,411,710,802,
thereby resulting in it holding a 49 % stake in the equity of that
company. The said investments continue to be valued at cost. As stated
in Note No. 12 A 2, in the view of the management, provision for
diminution in value of investments as per the requirements of
Accounting Standard -13 (Accounting for Investments) is not considered
necessary and hence not made. We have been provided with the financial
statements of Forever for the period ended September 2013. We have
observed that there are no significant business operations in Forever.
Further the auditors of Forever have qualified the financial statements
and termed the company as a non-going concern. In view of the above the
Company should have provided the diminution in value of investments
amounting to Rs. 1,411,710,801. Accordingly the loss for the year have
been understated and investments overstated by Rs. 1,411,710,801.
5. Basis for Disclaimer of Opinion
A. In respect of Trade Receivables amounting to Rs.
4,745,59,96,865 the auditors have not received any confirmations of
balances. The management has obtained confirmations of balances from
the respective parties only as on 31st March, 2013 and none thereafter.
There have been defaults on the payment obligations by the debtors on
the due dates. Various attempts have been made by the management and
lenders for recovery however such attempts have not resulted into any
significant collections or getting commitment from the parties
regarding schedule of payments which are acceptable to the management/
lenders. In view of the above we are unable to comment on the
realisability of the debts and any provision to be made for
unrealisability in the carrying amounts of these balances and the
consequential impact, on the financial statements. (Refer Note 14 and
Note 16 to the financial statements).
B. As mentioned in Note No 1 regarding preparation of accounts on a
Going Concern basis and the reasons stated therein and Note No. 27 of
the financial statements detailing the developments that have happened
in the previous period and the period under audit, the Company''s
operating results have been materially affected due to various factors
including non availability of finance in view of the consortium bankers
recalling the financial facilities granted. These events cast
significant doubts on the ability of the Company to continue as a going
concern since the volumes of business have also drastically dropped in
the last 6 months. The appropriateness of the going concern assumption
is dependent on the Company''s ability to raise adequate finance from
alternate means and/or recoveries from overseas debtors to meet its
short term and long term obligations as well as to establish consistent
business operations. In absence of any convincing audit evidences, no
positive steps taken by the management, non recovery of trade
receivables on due date, non payment of liabilities including statutory
dues, financial difficulties faced by the company due to recalling of
bank finance facilities and in view of multiple uncertainties stated
above, we are unable to determine the possible effects on the financial
statements. We are also unable to conclude on the ability of the
company to carry on as a going concern.
6. Disclaimer of Opinion
Because of the significance of the matters described in the Basis for
Disclaimer of Opinion paragraph, specifically relating to the multiple
uncertainties created due to factors such as non recovery of trade
receivables on due dates, non payments of liabilities including
statutory dues, financial difficulties faced by the Company due to
recalling of bank finance, and non availability of books of accounts of
Surat branch for our audit, we have not been ab/e to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion.
Accordingly, we do not express an opinion on the financial statements.
7. Emphasis of Matter
Subsequent to the Balance sheet date, the Central Bureau of
Investigations (CB) in April 2014 has seized the books of accounts
along with other documents of the Surat Branch of the Company as a part
of its investigations against the Company. We have since been provided
with the backup data for the period maintained by the Company. In view
of the above, since the supporting vouchers and other documents were
not available for our verification we were unable to carry out the
detailed audit of the branch. The management certified trial balance of
the branch has been incorporated in the final financial statements.
Accordingly total assets of Rs. 18,58,22,835 , total liabilities of Rs.
18,58,22,835 , total Income of Rs.74,92,392 and total expenses of Rs.
1,42,57,437 of Surat branch have been incorporated in the financial
statements on the basis of the unaudited trial balance of the Surat
branch.
8. Report on Other Legal and Regulatory Requirements
1. 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 Act, we give in the Annexure, a
statement on the matters specified in paragraphs 4 and 5 of the said
order.
2. As required by section 227(3) of the Companies Act, 1956 we report
that.
(a) As described in the Basis for Disclosure of Opinion Paragraph, we
were unable to obtain all the information and explanations to the best
of our knowledge and belief 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 and Statement of Profit and Loss dealt with by
this Report are in agreement with the books of account except in
relation to the financial records of Surat branch.
(d) Except for the effects of the matter described in the Basis for
Qualified/Disclaimer Opinion/Emphasis of Matter paragraphs, in our
opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement, comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956, read with
the general circular 15/2003 dated September 13, 2013 of the Ministry
of Corporate Affairs in respect of section 133 of the Companies Act,
2013.
(e) On the basis of written representations received from the directors
as on 31st March, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2014, from
being appointed as a director in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.
(Referred to in para 8 (1) of our auditors report of even date on the
accounts for the period ended 31st March, 2014 of WINSOME DIAMONDS AND
JEWELLERY LIMITED (FORMERLY KNOWN AS SU-RAJ DIAMONDS
AND JEWELLERY LIMITED).
On the basis of such checks as we considered appropriate and in terms
of information and explanations given to us, we state that:
1. (a) The Company has maintained proper records, showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets are being physically verified
by the management at each branch in accordance with a phased programme
of verification. As explained to us the procedure being followed is
reasonable considering the size and nature of its business. Material
discrepancies, if any will be highlighted once the physical
verification has been completed. The same system was there in the prior
years and it was reasonable and no material discrepancies were noticed
in the prior years.
(c) Substantial part of fixed assets has not been disposed off during
the period.
2. (a) In June 2013, the banks have placed the stock of diamonds
belonging to the Head Office and the Mumbai Branch office of the
Company valued at Rs. 39,35,00,031 in the joint custody of the Company
and the banks. The bank had done a test check valuation as on 30th
September, 2013 when officers of the Company were also present, of the
said stock which has been then forwarded to the company. During the
period under review the stocks of Chennai SEZ & Cochin SEZ were valued
and put in the joint custody of the banks. Confirmation of the stocks
lying with the bank has been confirmed by the management on the basis
of the letter obtained from the bank as on that date. For the period
under consideration, except for the stock lying in joint custody of the
banks at HO, Cochin & Chennai where the management has not carried out
the physical verification of inventory, physical verification of
inventory at other places has been done by the management at regular
intervals.
(b) The procedures of physical verification of inventories, other than
that in the joint custody of the banks, as followed by the management
is reasonable and adequate in relation to the size of the Company and
the nature of its business.
(c) As stated by the management, the Company is maintaining proper
records of inventory. The discrepancies noticed on verification between
the physical stocks and the book records, where available, were not
material. Since majority of the inventory is held in the joint custody
of the consortium of banks, which was not available for our
verification, we have relied on the certificate of the bank and the
Company and hence we are unable to comment on the stock of inventory as
at the period ended March 31, 2014.
3. (a) As per the information and explanations given to us and the
records produced before us for our verification, the Company has not
granted unsecured loan to companies, firms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956.
(b) As the company has not given any loans to parties mentioned in Para
3(a) above, the question of determining whether the rate of interest
and other terms and conditions of loans taken by the company being
prima facie prejudicial to the interest of the company does not arise.
(c) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
(d) The company has not taken any loans secured or unsecured from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies act, 1956.
(e) As the company has not taken any loans from parties mentioned in
Para 3(d) above, the question of determining whether the rate of
interest and other terms and conditions of loans taken by the company
being prima facie prejudicial to the interest of the company does not
arise.
(f) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
4. In our opinion and according to the explanations given to us, there
are adequate internal control systems commensurate with the size of the
company and the nature of its business with regards to purchases of
inventory, fixed assets and sale of goods and services. During the
course of the audit we have not observed any continuing failure to
correct major weaknesses in internal control.
5. (a) According to the information and explanations given to us and on
the basis of the checks carried out by us, there are no contracts or
arrangements referred to in Section 301 of the Act required to be
entered in the register maintained under that section.
(b) As the company has not entered into any contracts or arrangements
with the parties mentioned in Para 5(a) above, the question of
determining whether the prices are reasonable having regards to
prevailing market price does not arise.
6. The Company has not accepted deposits from the public. As such, the
question of complying with the directives issued by the Reserve Bank of
India and the provisions of Section 58A and 58 AA or any other
provisions of the Act and rules framed there under does not arise.
7. The Company does not have an Internal Audit System. There has not
been any internal audits carried out during the period under review.
8. We have reviewed the cost records maintained by the Company pursuant
to the Companies (Cost Accounting Records) Rules, 2011 prescribed by
the Central Government of India, under clause (d) of sub-section (1) of
Section 209 of the Act, to ascertain whether the prescribed accounts
and records have been made and maintained. Prima facie the prescribed
accounts and records are being made and maintained. We have, however
not made a detailed examination of the records with a view to determine
whether they are accurate or complete.
The records at the Surat branch are not available as the accountings
records are in possession of the Central Bureau of Investigation (CBI).
9. (a) According to the records of the company, undisputed statutory
dues including provident fund, investor education and protection fund,
employees state insurance dues, income-tax, sales tax, wealth tax,
service tax, customs duty, excise duty, cess and other material
statutory dues applicable, have generally been delayed in being
deposited with the appropriate authorities. The details of undisputed
amounts due and outstanding for a period exceeding 6 months are as
below.
Service Tax April 2013 Rs. 3,78,593
Service Tax September 2013 Rs. 8,55,643
Tax Deducted at Source August 2013 Rs. 3,207
Rs. 12,37,443
(b) According to the information and explanations given to us and the
records of the Company as examined by us, there are no disputed dues of
income-tax, sales-tax, VAT, service tax, customs duty, excise duty,
wealth tax and cess, which have not been deposited.
10. The Company does not have accumulated losses. However, the Company
has incurred cash losses in the financial period covered by our audit.
The Company has incurred cash losses in the immediately preceding
financial period.
11. The Company has defaulted in payment of loans to banks during the
previous financial period and continued in this financial period. The
details of such default are as under.
Total Amount Date of
Bank Name Defaulted Default started
Axis Bank - Term Loan 7,918,400 08/04/2013
Axis Bank 474,155,520 02/04/2013
Bank of India 906,139,200 06/04/2013
Bank of Maharashtra 2,937,920,826 02/04/2013
Canara Bank 6,722,236,193 18/03/2013
Central Bank of India 7,465,886,346 28/03/2013
EXIM Bank 714,743,985 05/04/2013
IDBI Bank 1,147,875,362 06/04/2013
Oriental Bank of Commerce 1,636,021,974 08/04/2013
Punjab National Bank 10,521,187,766 26/03/2013
Standard Chartered Bank 4,061,589,537 25/03/2013
State Bank of Hyderabad 1,277,706,509 08/04/2013
State Bank of Mauritius 463,330,128 18/04/2013
Union Bank of India 2,803,341,974 21/03/2013
Vijaya Bank 1,448,174,130 02/04/2013
TOTAL 42,588,231,950
The above defaults are the primary amounts as on the date of the
defaults continuing from the previous period. The said defaults do not
consider any levies of interest and penal interest charged by the banks
/provided by the company after the date of the defaults or its
subsequent reversals by some banks. The payments made by the company to
the banks after the above dates are also not considered as we are not
in a position to ascertain whether the repayments are against interest
/penalty or primary defaults. Some of the Banks have not confirmed the
balances outstanding to them even after writing to them and in some
cases the banks have stopped issuing physical bank statements and the
company and the auditors have relied on e-statements generated from the
web portals of the banks.
The Company does not have any outstanding dues from financial
institutions and/or by way of debentures.
12. As informed to us, the company has not granted any loans and
advances on the basis of security by way of pledge of any shares,
debentures and other securities. Therefore, the provisions of clause
4(xii) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
13. In our opinion, the company is not a chit fund or a nidhi mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
14. In our opinion and according to the explanations given to us, the
company is not dealing in or trading in shares, securities, debentures
and other investments. The company has only invested in shares of
subsidiaries/group companies for which proper records have been
maintained. The said investments are held by the Company in its own
name.
15. As informed to us, the Company had given guarantees of USD 5.5 mn
for credit facilities availed by its overseas subsidiary, Su-Raj
Diamonds and Jewellery DMCC, from bank. During the previous period the
Company has divested its entire equity holding in the said subsidiary.
However the said guarantee has still not been released since then, and
the status of the guarantee is not available with the Company. Thus we
are unable to comment on the terms and conditions of the guarantee
being prima-facie prejudicial to the interests of the Company.
16. On the basis of the review of the utilization of funds pertaining
to term loans on overall basis and related information as made
available to us by the Company, prima facie the term loans taken by the
Company were applied for the purpose for which they had been raised.
17. In accordance with the instructions issued by the Institute of
Chartered Accountants of India in the Guidance note on Revised Schedule
VI to the Companies Act, 1956 with reference to current assets and
according to the information and explanations given to us and on
overall examination of the Balance Sheet and Cash Flow of the company,
we report that funds amounting to Rs 4,339,92,88,769 raised on
short-term basis have been utilized for long-term investments.
18. The company has not issued any Preferential Allotment of shares to
companies covered under section 301 of the Companies Act, 1956.
Therefore, the provision of clause 4(xviii) of the Companies (Auditor''s
Report) Order 2003 are not applicable to the company.
19. The company has not issued any debentures. Therefore, the
provisions of clause 4(xix) of the Companies (Auditor''s Report) Order
2003 are not applicable to the company.
20. During the period under review, the company has not raised any
monies by way of public issues. Hence the question of verification of
end use of monies raised in public issue as per the provision of clause
4(xx) of the Companies (Auditor''s Report) Order 2003 does not arise.
21. We have been informed by the management, that the Banks who have
lent funds to the Company, outstanding as at the balance sheet date
amounting to Rs. 4,169,24,49,373 have lodged complaints against the
Company and some of its ex directors, with the Central Bureau of
Investigation (CBI) and Mumbai Police. On the basis of the said
complaints and subsequent F.I.R. the CBI and the Mumbai Police have
been carrying out investigations, which are in progress. The Company
has been subjected to searches by the CBI and the Mumbai Police. The
Company is yet to be served with a copy of the F.I.R.
For R. C. RESHAMWALA & CO.
CHARTERED ACCOUNTANTS
FRN : 108832 W
RAJNIKANT C. RESHAMWALA
MUMBAI: 30th May, 2014 PARTNER
MEMBERSHIP NO.005502
Sep 30, 2013
1. Report on the Financial Statements
We have audited the accompanying fnancial statements of Winsome
Diamonds And Jewellery Limited (Formerly Known As Su-Raj Diamonds And
Jewellery Limited)
("the Company"), which comprise the Balance Sheet as at 30th September,
2013, the Statement of Proft and Loss and the Cash Flow Statement for
the period then ended, and a summary of signifcant accounting policies
and other explanatory information.
2. Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
fnancial statements that give a true and fair view of the fnancial
position, fnancial performance and cash fows of the Company prepared in
accordance with the Accounting Standards notifed under the Companies
Act, 1956 read with the general circular 15/2003 dated September 13,
2013 of the Ministry of Corporate Affairs in respect of section 133 of
the Companies Act, 2013 and other recognised accounting practices and
policies. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and
presentation of the fnancial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
3. Auditor''s Responsibility
Our responsibility is to express an opinion on these fnancial
statements based on our audit in accordance with the Standards on
Auditing issued by the Institute of Chartered Accountants of India.
Because of the matters described in the Basis for Disclaimer of Opinion
paragraph, however, we were not able to obtain suffcient appropriate
audit evidence to provide a basis for an audit opinion.
4. Basis for Qualifed Opinion
A. In accordance with Accounting Standard - 11 (Standard on The Effects
of Changes in Foreign Exchange Rates), the Company is required to value
its monetary assets and liabilities viz foreign currency trade
receivables and trade payables at the foreign exchange rate prevailing
on the date of the balance sheet. The Company has not carried out such
valuations. Accordingly the exchange gain for the period is
understated, loss for the period is overstated by Rs. 636,04,74,798
(net), trade receivables are understated by Rs. 643,26,50,421 and trade
payables are understated by Rs. 7,21,75,623 (Refer Note No. 8 (b),
16(b) and Note 22(c)).
5. Basis for Disclaimer of Opinion
A. In respect of Trade Receivables amounting to Rs. 4,759,24,33,182,
the auditors have not received any confrmations of balances. The
management has obtained confrmations of balances from the respective
parties. There have been defaults on the payment obligations by the
debtors on the due date. Various attempts have been made by the
management and lenders for recovery however such attempts have not
resulted into any signifcant collections or getting commitment from the
parties regarding schedule of payments which are acceptable to the
management / lenders, In view of the above we are unable to comment on
the realisability of the debts and any provision to be made for
unreliability in the carrying amounts of these balances and the
consequential impact, on the fnancial statements. (Refer Notes 16 and
19 to the fnancial statements)
B. The Company has made long term investments in Forever Precious
Jewellery and Diamonds Ltd.(Forever) amounting to Rs. 1,411,710,802,
thereby resulting in it holding a 49 % stake in the equity of that
company. The said investments continue to be valued at cost. As stated
in Note No. 14 B, in the view of the management, provision for
diminution in value of investments as per the requirements of
Accounting Standard -13 (Accounting for Investments) is not considered
necessary and hence not made. we have been informed that the fnancial
statements of ''''Forever'''' are under audit. In the absence of
availability of audited fnancial statements of ''''Forever'''', we are
unable to comment on the carrying costs of such investments and the
provision for diminution in their value as on 30th September, 2013. We
are unable to comment on the impact on the fnancial statements of
provision for diminution in value of investments.
C. As mentioned in Note No 1 regarding preparation of accounts on a
Going Concern basis and the reasons stated therein and Note No. 31 of
the fnancial statements detailing the developments that have happened
during the period under audit, the Company''s operating results have
been materially affected due to various factors including non
availability of fnance in view of the consortium bankers recalling the
fnancial facilities granted. These events cast signifcant doubts on the
ability of the Company to continue as a going concern since the volumes
of business have also drastically dropped in the last 6 months. The
appropriateness of the going concern assumption is dependent on the
Company''s ability to raise adequate fnance from alternate means and/or
recoveries from overseas debtors to meet its short term and long term
obligations as well as to establish consistent business operations. In
absence of any convincing audit evidences, no positive steps taken by
the management, non recovery of trade receivables on due date, non
payment of liabilities including statutory dues, fnancial diffculties
faced by the company due to recalling of bank fnance facilities and in
view of multiple uncertainities stated above, we are unable to
determine the possible effects on the fnancial statements. We are also
unable to conclude on the ability of the company to carry on as a going
concern.
6. Disclaimer of Opinion
Because of the signifcance of the matters described in the Basis for
Disclaimer of Opinion paragraph, specifcally relating to the multiple
uncertainties created due to factors such as non recovery of trade
receivables on due dates, non payments of liabilities including
statutory dues, fnancial diffculties faced by the Company due to
recalling of bank fnance we have not been able to obtain suffcient
appropriate audit evidence to provide a basis for an audit opinion.
Accordingly, we do not express an opinion on the fnancial statements.
7. Emphasis of Matter
In accordance with Accounting Standard  9 (Revenue Recognition), In
terms of the EXIM policy for Gold Loans and as per the consistent
practice followed by the Company in the past, it is required to raise
revised invoices on its customers on account of the fnal settlement of
its liability of gold loan. As stated in Note No. 16(c), in view of the
uncertainty involved of ultimate realization of such amounts, the
company has not raised the revised invoices amounting to Rs.
119,35,00,046. (Refer Note No. 16 c and Note 22 c).
8. Report on Other Legal and Regulatory Requirements
1. 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 Act, we give in the Annexure, a
statement on the matters specifed in paragraphs 4 and 5 of the said
order.
2. As required by section 227(3) of the Companies Act, 1956 we report
that:
(a) As described in the Basis for Disclosure of Opinion Paragraph, we
were unable to obtain all the information and explanations to the best
of our knowledge and belief 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 and Statement of Proft and Loss dealt with by
this Report are in agreement with the books of account;
(d) Except for the effects of the matter described in the Basis for
Qualifed / Disclaimer Opinion paragraphs, in our opinion, the Balance
Sheet, Statement of Proft and Loss and Cash Flow Statement, comply with
the Accounting Standards referred to in subsection (3C) of section 211
of the Companies Act, 1956, read with the general circular 15/2003
dated September 13, 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013
(e) On the basis of written representations received from the directors
as on 30th September, 2013, and taken on record by the Board of
Directors, none of the directors is disqualifed as on 30th September,
2013, from being appointed as a director in terms of clause (g) of
subsection (1) of section 274 of the Companies Act, 1956.
ANNEXURES TO THE AUDITORS'' REPORT
(Referred to in para 8 (1) of our auditors report of even date on the
accounts for the period ended 30th September, 2013 of WINSOME DIAMONDS
AND JEWELLERY LIMITED (FORMERLY KNOWN AS SU-RAJ DIAMONDS AND JEWELLERY
LIMITED).
On the basis of such checks as we considered appropriate and in terms
of information and explanations given to us, we state that:
1. (a) The Company has maintained proper records, showing full
particulars including quantitative details and situation of fxed
assets.
(b) As explained to us, the fxed assets have been physically verifed by
the management in accordance with a phased programme of verifcation
which in our opinion is reasonable considering the size and nature of
its business, and no material discrepancies have been noticed on such
verifcation.
(c) Substantial part of fxed assets has not been disposed off during
the period.
2. (a) During the period, in June 2013, the banks have placed the
stock of diamonds belonging to the Head Offce and the Mumbai Branch
offce of the Company valued at Rs. 39,35,00,031 in the joint custody.
The bank had done a test check valuation as on 30th September, 2013
when offcers of the Company were also present of the said stock which
has been then forwarded to the company. Confrmation of the stocks lying
with the bank has been confrmed by the management on the basis of the
letter obtained from the bank. Prior to the above, the management had
carried out the physical verifcation of inventory on regular intervals.
(b) The procedures of physical verifcation of inventories followed by
the management prior to June 2013 were 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 verifcation between the physical stocks and
the book records prior to June 2013 were not material. Since majority
of the inventory is held in the joint custody of the consortium of
banks, which was not available for our verifcation, we have relied on
the certifcate of the bank and the Company and hence we are unable to
comment on the stock of inventory as at the period ended September 30,
2013.
3. (a) As per the information and explanations given to us and the
records produced before us for our verifcation, the Company has not
granted unsecured loan to companies, frms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956.
(b) As the company has not given any loans to parties mentioned in Para
3(a) above, the question of determining whether the rate of interest
and other terms and conditions of loans taken by the company being
prima facie prejudicial to the interest of the company does not arise.
(c) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
(d) The company has not taken any loans secured or unsecured from
companies, frms or other parties covered in the register maintained
under section 301 of the Companies act, 1956.
(e) As the company has not taken any loans from parties mentioned in
Para 3(d) above, the question of determining whether the rate of
interest and other terms and conditions of loans taken by the company
being prima facie prejudicial to the interest of the company does not
arise.
(f) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
4. In our opinion and according to the explanations given to us, there
are adequate internal control systems commensurate with the size of the
company and the nature of its business with regards to purchases of
inventory, fxed assets and sale of goods and services. During the
course of the audit we have not observed any continuing failure to
correct major weaknesses in internal control.
5. (a) According to the information and explanations given to us and
on the basis of the checks carried out by us, there are no contracts or
arrangements referred to in Section 301 of the Act required to be
entered in the register maintained under that section. (b) As the
company has not entered into any contracts or arrangements with the
parties mentioned in Para 5(a) above, the question of determining
whether the prices are reasonable having regards to prevailing market
price does not arise.
6. The Company has not accepted deposits from the public. As such, the
question of complying with the directives issued by the Reserve Bank of
India and the provisions of Section 58A and 58 AA or any other
provisions of the Act and rules framed there under does not arise.
7. The Company had an adequate Internal Audit System commensurate with
its size and nature of its business till September, 2012. Subsequent to
September 2012, except for Mumbai offce and Surat offce where internal
audits have been carried out till March 2013, no internal audits have
been carried out. Further from April 2013 to September 2013 there has
not been any internal audits carried out.
8. We have reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government of India, under clause (d) of
subsection (1) of Section 209 of the Act, to ascertain whether the
prescribed accounts and records have been made and maintained. Prima
facie the prescribed accounts and records are being made and
maintained. We have, however not made a detailed examination of the
records with a view to determine whether they are accurate or complete.
9. (a) According to the records of the company, undisputed statutory
dues including provident fund, investor education and protection fund,
employees state insurance dues, income-tax, sales tax, wealth tax,
service tax, customs duty, excise duty, cess and other material
statutory dues applicable, have generally been regularly deposited with
the appropriate authorities though there has been a slight delay in a
few cases. The details of undisputed amounts due and outstanding for a
period exceeding 6 months are as below : Service Tax March 2013 Rs.
3,44,786
(b) According to the information and explanations given to us and the
records of the Company as examined by us, there are no disputed dues of
income-tax, sales-tax, VAT, service tax, customs duty, excise duty,
wealth tax and cess, which have not been deposited.
10. The Company does not have accumulated losses. However, the Company
has incurred cash losses in the fnancial period covered by our audit.
The Company has not incurred cash losses in the immediately preceding
fnancial year.
11. The Company has defaulted in payment of loans to banks. The
details of such default are as under:
Bank Name Total Amount Date of Default
Defaulted started
Axis Bank - Term Loan 7,918,400 08/04/2013
Axis Bank 474,155,520 02/04/2013
Bank of India 906,139,200 06/04/2013
Bank of Maharashtra 2,937,920,826 02/04/2013
Canara Bank 6,722,236,193 18/03/2013
Central Bank of India 7,465,886,346 28/03/2013
EXIM Bank 714,743,985 05/04/2013
I D B I Bank 1,147,875,362 06/04/2013
Oriental Bank of Commerce 1,636,021,974 08/04/2013
Punjab Natonal Bank 10,521,187,766 26/03/2013
Standard Chartered Bank 4,061,589,537 25/03/2013
State Bank of Hyderabad 1,277,706,509 08/04/2013
State Bank of Mauritus 463,330,128 18/04/2013
Union Bank of India 2,803,341,974 21/03/2013
Vijaya Bank 1,448,174,130 02/04/2013
TOTAL 42,588,231,950
The Company does not have any outstanding dues from fnancial
institutions and/or by way of debentures.
12. As informed to us, the company has not granted any loans and
advances on the basis of security by way of pledge of any shares,
debentures and other securities. Therefore, the provisions of clause
4(xii) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
13. In our opinion, the company is not a chit fund or a nidhi mutual
beneft fund/society. Therefore, the provisions of clause 4(xiii) of the
Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
14. In our opinion and according to the explanations given to us, the
company is not dealing in or trading in shares, securities, debentures
and other investments. The company has only invested in shares of
subsidiaries / group companies for which proper records have been
maintained. The said investments are held by the Company in its own
name.
15. As informed to us, the Company had given guarantees of USD 5.5 mn
for credit facilities availed by its overseas subsidiary, Su-Raj
Diamonds and Jewellery DMCC, from bank. During the period under audit,
the Company has divested its entire equity holding in the said
subsidiary. However the said guarantee has still not been released and
the status of the guarantee, is not available with the Company. Thus we
are unable to comment on the terms and conditions of the guarantee
being prima-facie prejudicial to the interests of the Company.
16. On the basis of the review of the utilization of funds pertaining
to term loans on overall basis and related information as made
available to us by the Company, prima facie the term loans taken by the
Company were applied for the purpose for which they had been raised.
17. In accordance with the instructions issued by the Institute of
Chartered Accountants of India in the Guidance Note on the revised
Schedule VI to the Companies Act, 1956 with reference to Current
Assess, and according to the information and explanations given to us
and on overall examination of the Balance Sheet and Cash Flow of the
Company, we report that funds amounting to Rs. 47,445,160,512 raised on
short-term basis have been utilized for long term investments.
18. The company has not issued any Preferential Allotment of shares to
companies covered under section 301 of the Companies Act, 1956.
Therefore, the provision of clause 4(xviii) of the Companies (Auditor''s
Report) Order 2003 are not applicable to the company.
19. The company has not issued any debentures. Therefore, the
provisions of clause 4(xix) of the Companies (Auditor''s Report) Order
2003 are not applicable to the company.
20. During the period under review, apart from amounts received on
calls in arrears, the company has not raised any monies by way of
public issues. Hence the question of verifcation of end use of monies
raised in public issue as per the provision of clause 4(xx) of the
Companies (Auditor''s Report) Order 2003 does not arise.
21. During the course of our examination of the books of accounts
carried out in accordance with generally accepted auditing practices,
we have not noticed any fraud on or by the company, nor have we been
informed by the management of any such cases during the fnancial
period.
For R. C. RESHAMWALA & CO.
CHARTERED ACCOUNTANTS
FRN : 108832 W
RAJNIKANT C. RESHAMWALA
PARTNER
MUMBAI: 5th March, 2014 MEMBERSHIP NO. 005502
Mar 31, 2012
We have audited the attached Balance Sheet of WINSOME DIAMONDS AND
JEWELLERY LIMITED (Formerly Su-Raj Diamonds And Jewellery Limited) as
at 31st March, 2012 and annexed thereto the related Statement of Profit
and Loss and Cash Flow Statement of the Company for the year ended on
that date. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
1. We have conducted our audit in accordance with 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.
2. As required, by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we enclose in the annexure, a statement on the
matters prescribed in Paragraphs 4 and 5 of the said order concerning
the company.
3. Further, to our comments, in the Annexure referred to in paragraph
2 above, we report that:
(i) 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;
(ii) In our opinion, proper books of account, as required by law have
been kept by the company, so far as appears from our examination of
these books;
(iii) 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;
(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss
and Cash Flow Statement dealt with by this report, comply with
Accounting Standards referred to in Sub-Section (3C) of Section 211 of
the Companies Act, 1956, to the extent applicable;
(v) On the basis of written representations received from the directors
of the Company as on 31st March, 2012, and taken on record by the Board
of Directors, we report that no director is disqualified as on 31st
March, 2012 from being appointed as director of the Company under
clause (g) of sub-section (1) of Section 274 of the Companies Act,
1956.
4. In our opinion and to the best of our information and according to
the explanations given to us, the said Financial Statments, read with
the notes thereon and attached thereto give, the information required
by the Companies Act, 1956, in the manner so required and give a true
and fair view in conformity with the accounting principles generally
accepted in India:
(i) In the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2012;
(ii) In the case of the Statement of Profit and Loss , 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.
ANNEXURES TO THE AUDITORS' REPORT
(Referred to in para 2 of our auditors report of even date on the
accounts for the year ended 31st March, 2012 of WINSOME DIAMONDS AND
JEWELLERY LIMITED.
On the basis of such checks as we considered appropriate and in terms
of information and explanations given to us, we state that:
1. (a) The Company has maintained proper records, showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets have been physically verified
by the management in accordance with a phased programme of verification
which in our opinion is reasonable considering the size and nature of
its business, and no material discrepancies have been noticed on such
verification.
(c) Substantial part of fixed assets have not been disposed off during
the year. As such the determination as to whether it has affected the
going concern does not arise.
2. (a) The management, at regular intervals, has done physical
verification of the inventory. In our opinion, the frequency of the
verification is reasonable
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the company and 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.
3. (a) As per the information and explanations given to us and the
records produced before us for our verification, the Company has not
granted unsecured loan to companies, firms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956.
(b) As the company has not given any loans to parties mentioned in Para
3(a) above, the question of determining whether the rate of interest
and other terms and conditions of loans taken by the company being
prima facie prejudicial to the interest of the company does not arise.
(c) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
(d) The company has not taken any loans secured or unsecured from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies act, 1956.
(e) As the company has not taken any loans from parties mentioned in
Para 3(d) above, the question of determining whether the rate of
interest and other terms and conditions of loans taken by the company
being prima facie prejudicial to the interest of the company does not
arise.
(f) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
4. In our opinion and according to the explanations given to us, there
are adequate internal control systems commensurate with the size of the
company and the nature of its business with regards to purchases of
inventory, fixed assets and sale of goods and services. During the
course of the audit we have not observed any continuing failure to
correct major weaknesses in internal control.
5. (a) According to the information and explanations given to us and
on the basis of the checks carried out by us, there are no contracts or
arrangements referred to in Section 301 of the Act required to be
entered in the register maintained under that section. (b) As the
company has not entered into any contracts or arrangements with the
parties mentioned in Para 5(a) above, the question of determining
whether the prices are reasonable having regards to prevailing market
price does not arise.
6. The Company has not accepted deposits from the public. As such, the
question of complying with the directives issued by the Reserve Bank of
India and the provisions of Section 58A and 58 AA or any other
provisions of the Act and rules framed thereunder does not arise.
7. In our opinion, the company, which is a listed company, has an
adequate Internal Audit System commensurate with its size and nature of
its business.
8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government of India under clause(d) of
Sub-Section (1) of Section 209 of the Companies Act, 1956 and are of
the opinion that, prima facie the prescribed accounts and records have
been maintained. We have, however, not made a detailed examination of
the records with a view to determine whether they are accurate or
complete.
9. (a) According to the records of the company, 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
applicable, have generally been regularly deposited with the
appropriate authorities though there has been a slight delay in a few
cases. No undisputed amounts are outstanding for more than six months
at the end of the accounting year.
(b) According to the information and explanations given to us and the
records of the Company as examined by us, there are no disputed dues of
income-tax, sales-tax, VAT, service tax, customs duty, excise duty,
wealth tax and cess, which have not been deposited.
10. The company has no accumulated losses and the company has not
incurred cash losses during the financial year covered by our audit and
in the immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us, the company has not defaulted on repayments of dues to
banks and financial institutions. There are no debentures issued by the
company and as such the question of default in payment to debenture
holders does not arise.
12. As informed to us, the company has not granted any loans and
advances on the basis of security by way of pledge of any shares,
debentures and other securities. Therefore, the provisions of clause
4(xii) of the Companies (Auditor's Report) Order, 2003 are not
applicable to the company.
13. In our opinion, the company is not a chit fund or a nidhi mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
14. In our opinion and according to the explanations given to us, the
company is not dealing in or trading in shares, securities, debentures
and other investments. The company has only invested in shares of
subsidiaries / group companies for which proper records have been
maintained. The said investments are held by the Company in its own
name.
15. As informed to us, the company has given guarantees for credit
facilities taken by its overseas subsidiaries from banks. The terms and
conditions of the guarantees are not prima-facie prejudicial to the
interests of the Company.
16. On the basis of the review of the utilization of funds pertaining
to term loans on overall basis and related information as made
available to us by the Company, prima facie the term loans taken by the
Company were applied for the purpose for which they had been raised.
17. According to the information and explanations given to us and on
overall examination of the Balance Sheet and Cash Flow of the company,
prima facie no funds raised on short-term basis have been used for
long-term investments.
18. The company has not issued any Preferential Allotment of shares to
companies covered under section 301 of the Companies Act, 1956.
Therefore, the provision of clause 4(xviii) of the Companies (Auditor's
Report) Order 2003 are not applicable to the company.
19. The company has not issued any debentures. Therefore, the
provisions of clause 4(xix) of the Companies (Auditor's Report) Order
2003 are not applicable to the company.
20. During the year under review, apart from amounts received on calls
in arrears, the company has not raised any monies by way of public
issues. Hence the question of verification of end use of monies raised
in public issue as per the provision of clause 4(xx) of the Companies
(Auditor's Report) Order 2003 does not arise.
21. On the basis of our examinations and according to the information
and explanations given to us, no fraud/s on or by the company has been
noticed or reported during the course of the audit.
For R. C. RESHAMWALA & CO.
CHARTERED ACCOUNTANTS
FRN : 108832W
RAJNIKANT C. RESHAMWALA
PARTNER
Mumbai, 27th August, 2012 MEMBERSHIP NO. 005502
Mar 31, 2011
We have audited the attached Balance Sheet of SU-RAJ DIAMONDS AND
JEWELLERY LIMITED as on 31st March, 2011 and also the annexed 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.
1. 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 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.
2. As required, by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we enclose in the annexure, a statement on the
matters prescribed in Paragraphs 4 and 5 of the said order.
3. Further, to our comments, in the annexure referred to in paragraph
2 above, we report that:
(i) 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;
(ii) In our opinion, proper books of account, as required by law have
been kept by the company, so far as appears from our examination of
these books;
(iii) The Balance Sheet, Profit and Loss Account and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the Balance Sheet, Profit and Loss Account and
Cash Flow Statement dealt with by this report, comply with the
mandatory accounting standards referred to in sub- section (3C) of
Section 211 of the Companies Act, 1956;
(v) On the basis of written representations received from the
directors, as on 31st March, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956.
In our opinion and to the best of our information and according to the
explanations given to us, the said Accounts read with the Notes
thereon, give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2011;
(b) in the case of the Profit and Loss Account, of the Profit for the
year ended on that date;
and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURES TO THE AUDITORS REPORT
(Referred to in para 2 of our auditors report of even date on the
accounts for the year ended 31st March, 2011 of SU-RAJ DIAMONDS AND
JEWELLERY LIMITED.
On the basis of such checks as we considered appropriate and in terms
of information and explanations given to us, we state that:
1. (a) The Company has maintained proper records, showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets have been physically verified
by the management in accordance with a phased programme of verification
which in our opinion is reasonable considering the size and nature of
its business, and no material discrepancies have been noticed on such
verification.
(c) Substantial part of fixed assets have not been disposed off during
the year. As such the determination as to whether it has affected the
going concern does not arise.
2. (a) The management, at regular intervals, has done physical
verification of the inventory. In our opinion, the frequency of the
verification is reasonable.
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the company and 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.
3. (a) As per the information and explanations given to us and the
records produced before us for our verification, the Company has not
granted unsecured loan to companies, firms or other parties covered in
the register maintained under Section 301 of the Companies Act, 1956.
(b) As the company has not given any loans to parties mentioned in Para
3(a) above, the question of determining whether the rate of interest
and other terms and conditions of loans taken by the company being
prima facie prejudicial to the interest of the company does not arise.
(c) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
(d) The company has not taken any loans secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Companies act, 1956.
(e) As the company has not taken any loans from parties mentioned in
Para 3(d) above, the question of determining whether the rate of
interest and other terms and conditions of loans taken by the company
being prima facie prejudicial to the interest of the company does not
arise.
(f) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
4. In our opinion and according to the explanations given to us, there
are adequate internal control systems commensurate with the size of the
company and the nature of its business with regards to purchases of
inventory, fixed assets and sale of goods and services. During the
course of the audit we have not observed any continuing failure to
correct major weaknesses in internal control.
5. (a) According to the information and explanations given to us and
on the basis of the checks carried out by us, there are no contracts or
arrangements referred to in Section 301 of the Act required to be
entered in the register maintained under that section.
(b) As the company has not entered into any contracts or arrangements
with the parties mentioned in Para 5(a) above, the question of
determining whether the prices are reasonable having regards to
prevailing market price does not arise. 6 . The Company has not
accepted deposits from the public. As such, the question of complying
with the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA or any other provisions of the Act
and rules framed thereunder does not arise.
7. In our opinion, the company, which is a listed company, has an
adequate Internal Audit System commensurate with its size and nature of
its business.
8. In the present case, the Central Government has not prescribed the
maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956. As such, the question of reviewing the books of account to
be maintained by the company pursuant to such an order does not arise.
9. (a) According to the records of the company, undisputed statutory
dues including provident fund, investor education and protection fund,
employees state insurance dues, income-tax, sales tax, wealth tax,
service tax, customs duty, excise duty, cess and other material
statutory dues applicable, have generally been regularly deposited with
the appropriate authorities though there has been a slight delay in a
few cases. No undisputed amounts are outstanding for more than six
months at the end of the accounting year.
(b) According to the information and explanations given to us and the
records of the Company as examined by us, there are no disputed dues of
income-tax, sales-tax, VAT, service tax, customs duty, excise duty,
wealth tax and cess, which have not been deposited.
10. The company has no accumulated losses and the company has not
incurred cash losses during the financial year covered by our audit and
in the immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us, the company has not defaulted on repayments of dues to
banks and financial institutions. There are no debentures issued by the
company and as such the question of default in payment to debenture
holders does not arise.
12. As informed to us, the company has not granted any loans and
advances on the basis of security by way of pledge of any shares,
debentures and other securities. Therefore, the provisions of clause
4(xii) of the Companies (Auditors Report) Order, 2003 are not
applicable to the company.
13. In our opinion, the company is not a chit fund or a nidhi mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditors Report) Order, 2003 are not applicable to the
company.
14. In our opinion and according to the explanations given to us, the
company is not dealing in or trading in shares, securities, debentures
and other investments. The company has only invested in shares of
subsidiaries / group companies for which proper records have been
maintained. The said investments are held by the Company in its own
name.
15. As informed to us, the company has given guarantees for credit
facilities taken by its overseas subsidiaries from banks. The terms and
conditions of the guarantees are not prima-facie prejudicial to the
interests of the Company.
16. On the basis of the review of the utilization of funds pertaining
to term loans on overall basis and related information as made
available to us by the Company, prima facie the term loans taken by the
Company were applied for the purpose for which they had been raised.
17. According to the information and explanations given to us and on
overall examination of the Balance Sheet and Cash Flow of the company,
prima facie no funds raised on short-term basis have been used for
long-term investments.
18. The company has not issued any Preferential Allotment of shares to
companies covered under Section 301 of the Companies Act, 1956.
Therefore, the provision of clause 4(xviii) of the Companies (Auditors
Report) Order 2003 are not applicable to the company.
19. The company has not issued any debentures. Therefore, the
provisions of clause 4(xix) of the Companies (Auditors Report) Order
2003 are not applicable to the company.
20. During the year under review, apart from amounts received on calls
in arrears, the company has not raised any monies by way of public
issues. Hence the question of verification of end use of monies raised
in public issue as per the provision of clause 4(xx) of the Companies
(Auditors Report) Order 2003 does not arise.
21. On the basis of our examinations and according to the information
and explanations given to us, no fraud/s on or by the company has been
noticed or reported during the course of the audit.
For R.C. RESHAMWALA & CO.
CHARTERED ACCOUNTANTS
FRN : 108832W
RAJNIKANT C. RESHAMWALA
PARTNER
MEMBERSHIP NO. 5502
MUMBAI : 10th MAY, 2011
Mar 31, 2010
We have audited the attached Balance Sheet of SU-RAJ DIAMONDS &
JEWELLERY LIMITED as on 31st March, 2010 and also the annexed 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 CompanyÃs management. Our responsibility is
to express an opinion on these financial statements based on our audit.
1. 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 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.
2. As required, by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we enclose in the annexure, a statement on the
matters prescribed in Paragraphs 4 and 5 of the said order.
3. Further, to our comments, in the annexure referred to in paragraph
2 above, we report that:
(i) 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;
(ii) In our opinion, proper books of account, as required by law have
been kept by the company, so far as appears from our examination of
these books;
(iii) The Balance Sheet, Profit and Loss Account and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the Balance Sheet, Profit and Loss Account and
Cash Flow statement dealt with by this report, comply with the
mandatory accounting standards referred to in sub- section (3C) of
Section 211 of the Companies Act, 1956;
(v) On the basis of written representations received from the
directors, as on 31st March, 2010, and taken on record by the Board of
Directors, we report that none of the director is disqualified as on
31st March, 2010 from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956.
In our opinion and to the best of our information and accord-ing to the
explanations given to us, the said accounts read with the Notes
thereon, give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010;
(b) in the case of the Profit and Loss Account, of the Profit for the
year ended on that date;
and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURES TO THE AUDITORSÃ REPORT
Referred to in para 2 of our auditors report of even date on the
accounts for the year ended 31st March, 2010 of SU-RAJ DIAMONDS AND
JEWELLERY LIMITED.
On the basis of such checks as we considered appropriate and in terms
of information and explanations given to us, we state that:
1. (a) The Company has maintained proper records, showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets have been physically verified
by the management in accordance with a phased programme of verification
which in our opinion is reasonable considering the size and nature of
its business, and no material discrepancies have been noticed on such
verification.
(c) Substantial part of fixed assets has not been disposed off during
the year. As such the determination as to whether it has affected the
going concern does not arise.
2. (a) The management, at regular intervals, has done physical
verification of the inventory. In our opinion, the frequency of the
verification is reasonable
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the company and 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.
3. (a) As per the information and explanations given to us and the
records produced before us for our verification, the Company has not
granted unsecured loan to companies, firms or other parties covered in
the register maintained under section 301 of the Companies Act, 1956.
(b) As the company has not given any loans to parties mentioned in Para
3(a) above, the question of determining whether the rate of interest
and other terms and conditions of loans taken by the company being
prima facie prejudicial to the interest of the company does not arise.
(c) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
(d) The company has not taken any loans secured or unsecured from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies act, 1956.
(e) As the company has not taken any loans from parties mentioned in
Para 3(d) above, the question of determining whether the rate of
interest and other terms and conditions of loans taken by the company
being prima facie prejudicial to the interest of the company does not
arise.
(f) Similarly the question of repayment of principal amount and
interest on such loans does not arise.
4. In our opinion and according to the explanations given to us, there
are adequate internal control systems commensurate with the size of the
company and the nature of its business with regards to purchases of
inventory, fixed assets and sale of goods and services. During the
course of the audit we have not observed any continuing failure to
correct major weaknesses in internal control.
5. (a) According to the information and explanations given to us and
on the basis of the checks carried out by us, there are no contracts or
arrangements referred to in Section 301 of the Act required to be
entered in the register maintained under that section. (b) As the
company has not entered into any contracts or arrangements with the
parties mentioned in Para 5(a) above, the question of determining
whether the prices are reasonable having regards to prevailing market
price does not arise. 6 . The Company has not accepted deposits from
the public. As such, the question of complying with the directives
issued by the Reserve Bank of India and the provisions of Section 58A
and 58 AA or any other provisions of the Act and rules framed
thereunder does not arise.
7. In our opinion, the company, which is a listed company, has an
adequate Internal Audit System commensurate with its size and nature of
its business.
8. In the present case, the Central Government has not prescribed the
maintenance of cost records under section 209(1)(d) of the Companies
Act, 1956. As such, the question of reviewing the books of account to
be maintained by the company pursuant to such an order does not arise.
9. (a) According to the records of the company, undisputed statutory
dues including provident fund, investor education and protection fund,
employees state insurance dues, income-tax, sales tax, wealth tax,
service tax, customs duty, excise duty, cess and other material
statutory dues applicable, have generally been regularly deposited with
the appropriate authorities though there has been a slight delay in a
few cases. No undisputed amounts are outstanding for more than six
months at the end of the accounting year. (b) According to the
information and explanations given to us and the records of the Company
as examined by us, there are no disputed dues of income-tax, sales-tax,
VAT, service tax, customs duty, excise duty, wealth tax and cess, which
have not been deposited.
10. The company has no accumulated losses and the company has not
incurred cash losses during the financial year covered by our audit and
in the immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us, the company has not defaulted on repayments of dues to
banks and financial institutions. There are no debentures issued by the
company and as such the question of default in payment to debenture
holders does not arise.
12. As informed to us, the company has not granted any loans and
advances on the basis of security by way of pledge of any shares,
debentures and other securities. Therefore, the provisions of clause
4(xii) of the Companies (AuditorÃs Report) Order, 2003 are not
applicable to the company.
13. In our opinion, the company is not a chit fund or a nidhi mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (AuditorÃs Report) Order, 2003 are not applicable to the
company.
14. In our opinion and according to the explanations given to us, the
company is not dealing in or trading in shares, securities, debentures
and other investments. The company has only invested in shares of
subsidiaries / group companies for which proper records have been
maintained. The said investments are held by the Company in its own
name.
15. As informed to us, the company has given guarantees for credit
facilities taken by its overseas subsidiaries from banks. The terms and
conditions of the guarantees are not prima-facie prejudicial to the
interests of the Company.
16. On the basis of the review of the utilization of funds pertaining
to term loans on overall basis and related information as made
available to us by the Company, prima facie the term loans taken by the
Company were applied for the purpose for which they had been raised.
17. According to the information and explanations given to us and on
overall examination of the Balance Sheet and Cash Flow of the company,
prima facie no funds raised on short-term basis have been used for
long-term investments.
18. The company has not issued any Preferential Allotment of shares to
companies covered 301 of the Companies Act, 1956. Therefore, the
provisions of clause 4(xviii) of the Companies (AuditorÃs Report) Order
2003 are not applicable to the company.
19. The company has not issued any debentures. Therefore, the
provisions of clause 4(xix) of the Companies (AuditorÃs Report) Order
2003 are not applicable to the company.
20. During the year under review, apart from amounts received on calls
in arrears, the company has not raised any monies by way of public
issues. Hence the question of verification of end use of monies raised
in public issue as per the provision of clause 4(xx) of the Companies
(AuditorÃs Report) Order 2003 does not arise.
21. On the basis of our examinations and according to the information
and explanations given to us, no fraud/s on or by the company has been
noticed or reported during the course of the audit.
For R.C. RESHAMWALA & CO.
CHARTERED ACCOUNTANTS
(FRN : 108832W)
RAJNIKANT C. RESHAMWALA
PARTNER
Mumbai, 11th May, 2010 MEMBERSHIP NO. 5502
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