Mar 31, 2023
ZUARI INDUSTRIES LIMITED (Formerly ZUARI GLOBAL LIMITED)
Report on the Audit of Standalone Financial Statements
We have audited the accompanying standalone financial statements of Zuari Industries Limited (formerly Zuari Global Limited) ("the Companyâ), which comprise the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind ASâ) and accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:
S No |
Key Audit Matter |
Auditor''s Response |
1 |
Income tax provisions We refer to the Note 22A, 38(i) and 40A of the standalone financial statements of the Company for the year ended 31st March 2023 relating to current tax expense, Income Tax Assets and contingent liabilities. The Company has significant litigations outstanding as at 31st March 2023 which includes income tax and wealth tax. The eventual outcome of these tax proceedings is dependent on the outcome of future events and unexpected adverse outcomes could significantly impact the Company''s reported profits and balance sheet position. |
Our audit procedures included, but were not limited to, the following: ⢠We obtained an understanding of the management process for identification of tax litigation matters initiated against the Company and assessment of accounting treatment for each such litigation identified under Ind AS 37. ⢠We evaluated the design and tested the operating effectiveness of key controls around above process; ⢠We obtained details of completed tax assessments and demands upto the year ended March 31, 2023 from management. ⢠We obtained an understanding of the nature of litigations pending against the company and discussed the key developments during the year with the management. |
S No |
Key Audit Matter |
Auditor''s Response |
|
The amounts involved are material and the application |
⢠|
We assessed the appropriateness of methods used, and the |
|
of accounting principles as given under Ind AS 37, |
reliability of underlying data for the calculations made for |
||
Provisions, Contingent Liabilities and Contingent |
quantifying the amounts involved. Tested the arithmetical |
||
Assets, in order to determine the amount to be |
accuracy of such calculations; |
||
recorded as a liability or to be disclosed as a contingent liability, in each case, is inherently subjective, and needs careful evaluation and judgement to be applied by the management. Key judgement are also made by the management in estimating the amount of liabilities, provisions and/or contingent liabilities related to aforementioned litigations. |
⢠|
We tested the disclosures made relating to the provisions and contingent liabilities for their appropriateness. |
|
Considering the degree of judgment, significance of the amounts involved and inherent high estimation uncertainty, this matter has been identified as a key audit matter for the current year audit. |
|||
2 |
Impairment assessment of non-current investments |
Our audit procedures included, but were not limited to, the |
|
in subsidiaries and joint venture |
following: |
||
We refer to note 7 and note 38(ii) of the standalone |
⢠|
We evaluated design and operating effectiveness of controls |
|
financial statements of the Company for the year |
implemented for identification of impairment indicators and |
||
ended 31st March 2023 for the carrying value of the |
measurement of impairment provision; |
||
non-current investments and loans in subsidiaries and joint venture. |
⢠|
We compared the carrying value of all investments to the net assets of the respective entities, to identify whether the net |
|
The Company has aggregate investment in |
assets were in excess of their carrying amount; |
||
subsidiaries and Joint ventures of Rs. 24,483.41 lakhs. Impairment assessment of these investments is inherently subjective due to reliance on net worth |
⢠|
Wherever the net assets were lower than the recoverable amount, for material amounts: |
|
of investee, valuations of the assets held and cash flow projections of these investee companies. The key assumptions underpinning management''s assessment of the valuation model includes, but are not limited to future growth rates, discount rates, estimated future operating and capital expenditure. |
⢠|
We evaluated the appropriateness of disclosures in relation to investments in subsidiaries and joint ventures. |
|
Due to their materiality, assessment of impairment losses on the carrying value of investment in the subsidiaries and joint ventures has been considered as be a key audit matter. |
|||
3 |
Valuation of Inventory |
Our audit procedures in relation to valuation of inventory included, |
|
We refer to Note 38(viii) and Note 11 of the financial |
but were not limited to, the following: |
||
statements of the Company for the year ended 31st |
⢠|
Tested the design and operating effectiveness of the controls |
|
March 2023. |
for inventory valuation. |
||
At the balance sheet date 31st March 2023, the |
⢠|
Assessed the appropriateness of the principles used in the |
|
Company held Rs. 27,847.50 lacs of Inventories. |
valuation of Inventory and analysed the reasonableness of |
||
Inventories includes stock of finished goods - Sugar |
significant judgements/ assumptions used by the management |
||
and other product - molasses, both treated as joint |
in their valuation models along with their consistency based |
||
products. |
on historical/ industrial data trends such as sugar recovery rates, generation of Molasses, ethanol recovery rates, fixed and planned storage facilities of Molasses and capacity utilisations of the plant. |
S No |
Key Audit Matter |
Auditor''s Response |
|
Manufacturing of Sugar is complex process which |
⢠|
Verified net realisable value of bagasse and molasses based |
|
leads to generation of certain joint products and |
on market quotation obtained by the management in case of |
||
by products which are used for generation of other |
bagasse, contracts for sale of ethanol and notifications/ press |
||
products, sold in the market as well as used as input |
releases from the government authorities. |
||
in the manufacturing of Sugar. The valuation requires use of judgement and assumptions regarding |
⢠|
Reviewed cost sheets prepared by the management for |
|
elimination of inter-divisional profits, allocation of |
manufacturing of ethanol (used for determination of NRV of |
||
costs of production between joint products based |
molasses) for reasonableness and corroborated the same with |
||
on their relative sales value and net realisable value |
projects reports submitted to lenders banks. |
||
(NRV) of different products which is further dependent |
⢠|
Reviewed the process of inventory valuation comprising of |
|
upon the market conditions, minimum selling prices, |
identification of NRV of Sugar based on subsequent selling |
||
subsequent inventory sale data, current sale prices, |
prices of Sugar up to balance sheet date, sale orders in |
||
notifications/press releases from the government |
hand as on that date, minimum selling prices introduced by |
||
authorities, technical estimates of expected recovery |
the government and prices prevailing in exchange market, |
||
of final products being produced and incremental cost |
allocation of costs of production between joint products based |
||
of products manufactured using joint products. These assumptions are subject to inherent uncertainties and |
on relative sales value. |
||
are difficult to ascertain since they are likely to be |
⢠|
We also assessed the appropriateness of the disclosures |
|
influenced by political and economic factors including uncertainties that may affect the industry on the whole. |
included in Note 11 in respect of valuation of inventories. |
||
Owing to the significance of the carrying value of inventories, the complexities discussed above and the fact that any changes in the management''s judgement or assumptions is likely to have a significant impact on the ascertainment of carrying values of inventories, we have considered this area as a key audit matter |
|||
4 |
Recoverability of deferred tax assets |
||
We refer to note 22 and 38(vi) of the financial |
Our audit procedures in relation to the recognition of deferred tax |
||
statements of the Company for the year ended 31st |
assets included, but were not limited to, the following; - |
||
March 2023. |
⢠|
Evaluated the design and tested the operating effectiveness |
|
At the balance sheet date, deferred tax assets |
of key controls implemented over recognition of deferred |
||
recognized for carried forward tax losses and |
tax assets based on the assessment of Company''s ability to |
||
unabsorbed depreciation amounted to Rs. 9,514.35 |
generate sufficient taxable profits in foreseeable future allowing |
||
lacs. |
the utilisation of deferred tax assets within the time prescribed |
||
The assessment of meeting the recognition criteria |
by Income Tax laws. |
||
as well as assessment of recoverability of deferred |
⢠|
Evaluated management''s assessment of time period available |
|
tax assets within the period prescribed under the tax laws involves use of significant assumptions and estimates. Determining forecasts of future results and taxable profits include key assumptions such as future growth rate and market conditions. Any change in these assumptions could have a material impact on the carrying value of deferred tax assets. These assumptions and estimates are |
⢠|
for adjustment of such deferred tax assets as per provisions of the Income Tax Act, 1961 and appropriateness of the accounting treatment with respect to the recognition of deferred tax assets as per requirements of Ind AS 12, Income Taxes. |
|
Re-computed the amount of deferred tax assets as appearing |
|||
in the financial statements confirming the amounts of carried |
|||
forward tax losses and unabsorbed depreciation. |
|||
judgmental, subjective and depend on the future |
⢠|
Assessed the appropriateness of the disclosures in respect of |
|
market and economic conditions, including industry focused trade policies of the government and materialization of the Company''s expansion plans. |
deferred tax balances. |
||
Owing to the significance of the balances and complexities involved as described above, we have considered recoverability of such deferred tax assets recognised on carried forward tax losses and unabsorbed depreciation as a key audit matter. |
Information Other than the Standalone financial statements and Auditor''s Report Thereon
The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Standalone financial statements and our auditor''s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
Based on the work we have performed, if we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the standalone financial statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s responsibility for the audit of standalone financial statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The balance sheet, the statement of profit and loss including other comprehensive income, the cash flow statement and the statement of changes in equity dealt with by this report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of written representations received from the directors as on 31st March, 2023 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate report in "Annexure Aâ.
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations on its financial position in its standalone financial statements - Refer Note No. 40 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March 2023
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March 2023
iv. (A) The management has represented to us
that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(B) The management has also represented to us, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(C) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.
v. The dividend declared or paid during the year by the company is in compliance with section 123 of The Companies Act 2013.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 in respect of use of accounting software for maintaining books of accounts with requisite audit trail facility is applicable to the company w.e.f. April 1, 2023, and accordingly
reporting under Rule 11(g) of the Companies (Audit and Accounts) Rules, 2014 is not applicable for the financial year ending 31st March 2023.
2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure Bâ a statement on the matters specified in the paragraphs 3(xxi) of the said Order.
Chartered Accountants ICAI Firm Regn. No. 109208W
Partner
Place : Gurugram Membership No.090104
Dated : 25th May 2023 ICAI UDIN-23090104BGXTMH7854
Mar 31, 2018
Independent Auditor''s Report
To the Members of Zuari Global Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Zuari Global Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
2. 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 standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (''Ind AS'') specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. 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 these standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the 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 controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
Opinion
7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
8. The standalone financial statements of the Company for the year ended 31 March 2017 were audited by predecessor auditor who expressed an unmodified opinion in the audit report dated 19 May 2017.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order.
10. Further to our comments in Annexure A, as required by Section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) the standalone financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;
e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;
f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 25 May 2018 as per Annexure B expressed an unqualified opinion;
g) with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
i) the Company, as detailed in Note 32B to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;
ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii) there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund (IEPF) by the Company, except for Interest warrants amounting to ''4,615.41, which were due to be transferred to the IEPF on various dates but transferred by Company on 1 March 2018.
iv) The disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these financial statements. Hence, reporting under this clause is not applicable.
Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets in the nature of property, plant and equipment and intangible assets.
(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of two years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.
(c) The title deeds of all the immovable properties (which are included under the head ''Property, plant and equipment'') are held in the name of the Company.
(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.
(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:
(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the company''s interest.
(b) the schedule of repayment of principal and payment of interest has been stipulated and the repayment/ receipts of the principal amount and the interest are regular;
(c) there is no overdue amount in respect of loans granted to such companies.
(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.
(v) In our opinion, the Company has complied with the directives issued by the Reserve Bank of India, the provisions of Sections 73 to 76 and other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted in earlier years. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal, in this regard.
(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.
(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.
(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value addec tax on account of any dispute, are as follows:
Statement of Disputed Dues
Name of the statute |
Nature of Dues |
Amount (Rs,in lakhs) |
Amount paid under protest (Rs,in lakhs) |
Period to which the amount relates (Assessment year) |
Forum where dispute is pending |
|
Income tax act, 1961 |
ncome tax |
114.62 |
79.16 |
1995-96 |
Hon''ble High Court of Bombay |
|
Income tax act, 1961 |
income tax |
50.25 |
14.79 |
1996-97 |
Hon''ble High Court of Bombay |
|
Income tax act, 1961 |
income tax |
35.45 |
Nil |
1997-98 |
Hon''ble High Court of Bombay |
|
Income tax act, 1961 |
income tax |
35.45 |
Nil |
1998-99 |
Hon''ble High Court of Bombay |
|
Income tax act, 1961 |
income tax |
114.58 |
Nil |
1999-00 |
Assistant Commissioner of Income Tax |
|
Income tax act, 1961 |
income tax |
7,035.62 |
4,687.84 |
2001-02 |
Honorable High Court of Bombay |
|
Income tax act, 1961 |
income tax |
64.53 |
Nil |
2002-03 |
Commissioner of Income Tax (Appeals) |
|
Income tax act, 1961 |
income tax |
466.08 |
466.08 |
2007-08 |
Commissioner of Income Tax (Appeals) |
|
Income tax act, 1961 |
income tax |
954.50 |
954.50 |
2012-13 |
Commissioner of Income Tax (Appeals) |
|
Income tax act, 1961 |
income tax |
78.94 |
78.94 |
2013-14 |
Commissioner of Income Tax (Appeals) |
|
Income tax act, 1961 |
income tax |
76.60 |
76.60 |
2014-15 |
Commissioner of Income Tax (Appeals) |
|
Wealth tax act, 1957 |
Wealth tax |
565.78 |
283.00 |
2006-07 to 2010-11 |
Commissioner of Income Tax (Appeals) |
(viii) The Company has not defaulted in repayment of loans or borrowings to any bank. The Company did not have any outstanding debentures, loan from financial institution or Government during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xii) In our opinion, all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been
disclosed in the financial statements etc., as required by the applicable Ind AS.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure B Independent Auditor''s Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')
1. In conjunction with our audit of the standalone financial statements of Zuari Global Limited (''the Company'') as at and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (''IFCoFR'') of the Company as at that date.
Management''s Responsibility for Internal Financial Controls
2. The Company''s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company''s business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (''ICAI'') and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (''the Guidance Note'') issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A company''s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s IFCoFR include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm''s Registration No.: 001076N/N500013
Neeraj Goel
Partner
Membership No.: 099514
Place: Gurugram
Date: 25 May 2018
Mar 31, 2016
To the Members of Zuari Global Limited Report on the Financial Statements
We have audited the accompanying standalone financial statements of Zuari Global Limited ("the Companyâ), which comprise the Balance Sheet as at March 31, 2016, 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.
Managementâs 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 Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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. 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 standalone financial statements.
Basis for qualified opinion
We report that, as referred in Note 10(a)(ii), the Company is carrying investments of Rs.6,944.09 Lacs in the equity share capital of Nagarjuna Oil Refinery Limited (NORL), whereof the market value at the year-end is Rs.1085.36 Lacs. These shares were allotted to the Company consequent to demerger/ merger scheme of Nagarjuna Fertilizer and Chemicals Limited (NFCL). The Company further holds 32,267,741 equity shares in NFCL which are yet to be listed on the stock exchange pending receipt of permission from Securities Exchange Board of India. These equity shares in NFCL are carried at value of Rs.2,115.39 Lacs. The Company has not made provision for diminution in the value of investment in NORL, in view of long term strategic investments in the said company, the appropriateness or otherwise of which we are unable to comment on including consequential adjustments /effects, if any, on the accompanying financial statements.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s report) Order, 2016 ("the Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and except for the matter described in the basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
(b) Except for the matter described in the basis for Qualified Opinion paragraph, in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;
(d) Except for the possible effect of the matter described in the basis for Qualified Opinion paragraph, In our opinion, the aforesaid standalone 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) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;
(f) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164 (2) of the Act;
(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.
(h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2â to this report.
(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note No.25 (a) to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
Annexure referred to in paragraph âReport on Other Legal and Regulatory Requirements'' of our report of even date
Re: Zuari Global Limited (âthe Company'')
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) Fixed assets have been physically verified by the management during the year based on a phased programme of verifying all the assets over a period of two years, which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on physical verification.
(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the Company does not hold any immovable properties included in fixed assets and accordingly the clause is not applicable and hence not commented upon.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) (a) The Company has granted loans to four companies covered in the register maintained under Section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the loans not prejudicial to the Company''s interest.
(b) In respect of loans granted to companies covered in the register maintained under Section 189 of the Companies Act, 2013, repayment of the principal amount is as stipulated and payment of interest has been regular except for loans granted by the Company to two subsidiaries, where payment of interest has not been regular.
(c) There is no amounts of loans granted to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013 which are outstanding for more than ninety days.
(iv) In our opinion and according to the information and explanations given to us, provisions of Section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.
(v) In respect of deposits accepted, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.
(vi) To the best of our knowledge and as explained, the Central government has not prescribed maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the products/services of the Company.
(vii) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added taxes, cess and any other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:
Name of the Statute |
Nature of the Dues |
Amount (Rs.in Lacs ) |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Demand in respect of assessment proceedings. |
137.91 |
2008-09 |
Income tax appellate tribunal |
Income Tax Act, 1961 |
Demand in respect of assessment proceedings. |
2046.75 |
2011-12 |
Income tax appellate tribunal (In process of filing appeal) |
Income Tax Act, 1961 |
Demand in respect of short TDS deduction |
63.84 |
2007-08 to 2012-13 |
Asst. Commissioner of Income Tax |
(viii) The Company does not have any loan from financial institution or bank or government and did not have any debentures during the year.
(ix) According to the information and explanations given by the management and on an overall examination of the balance sheet, we report that monies raised by way of term loans were applied for the purposes for which those were raised. The Company has not raised money by way of initial public offer / further public offer and debt instruments.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud on or no fraud by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, we report that the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration
Number: 301003E/E300005
per Anil Gupta
Partner
Membership Number: 87921
Place : New Delhi
Date : May 13, 2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Zuari Global Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 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.
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 standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial control
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
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, issued by the
Institute of Chartered Accountants of India, as 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 controls system over financial reporting and the
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 standalone
financial statements.
Basis for qualified opinion
We report that, as referred in Note 11(a)(ii), the Company is carrying
investments of Rs. 6,944.09 lacs in the equity share capital of
Nagarjuna Oil Refinery Limited (NORL), whereof the market value at the
year-end is Rs. 1,205.64 lacs. These shares were allotted to the
Company consequent to demerger/ merger scheme of Nagarjuna Fertiliser
and Chemicals Limited (NFCL). The Company further holds 32,267,741
equity shares in NFCL which are yet to be listed on the stock exchange
pending receipt of permission from Securities Exchange Board of India.
These equity shares in NFCL are carried at value of Rs. 2,115.39 lacs.
The Company has not made provision for diminution in the value of
investment in NORL, in view of long term strategic investments in the
said company, the appropriateness or otherwise of which we are unable
to comment on including consequential effects, if any, the accompanying
financial statements.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the possible effects of the matter
described in the Basis for Qualified Opinion paragraph the standalone
financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India of the state of
affairs of the Company as at March 31, 2015, its profit, and its cash
flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure 1 a
statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a. Except for the matter described in the basis for Qualified Opinion
paragraph, we have sought and obtained all the information and
explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit;
b. Except for the possible effect of the matter described in the basis
for Qualified Opinion paragraph, in our opinion proper books of account
as required by law have been kept by the Company so far as it appears
from our examination of those books;
c. The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. Except for the possible effect of the matter described in the basis
for Qualified Opinion paragraph, in our opinion, the aforesaid
standalone 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. The matter described in the Basis for Qualified Opinion paragraph
above, in our opinion, may have an adverse effect on the functioning of
the Company;
f. On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015, from being
appointed as a Director in terms of Section 164 (2) of the Act;
g. The qualification relating to the maintenance of accounts and other
matters connected therewith are as stated in the Basis for Qualified
Opinion paragraph above.
h. With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note No.28 (a),
(d) and (e) to the financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There are slight delay in transferring immaterial amounts,
required to be transferred, to the Investor Education and Protection
Fund by the Company
Annexure referred to in paragraph under the heading "Report on Other
Legal and Regulatory requirements" of our report of even date
Re : Zuari Global Limited ('the Company')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the year based on a phased programme of verifying all the assets over a
period of two years, which in our opinion is reasonable having regard
to the size of the Company and the nature of its fixed assets. No
material discrepancies were noticed on physical verification.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted loan to 4 companies covered in the
register maintained under Section 189 of the Companies Act, 2013. In
respect of loan granted, repayment of the principal amount is as
stipulated and payment of interest has been regular except in case of a
company where payment of interest is not regular.
(b) There is no overdue amount of loan granted to 4 companies, firms or
other parties listed in the register maintained under Section 189 of
the Companies Act, 2013 except interest on loan to a company of Rs.
109.27 lacs, where reasonable steps have been taken by the Company for
the recovery of the interest amount.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the company in respect of these areas.
(v) In respect of deposits accepted, in our opinion and according to
the information and explanations given to us, directives issued by the
Reserve Bank of India and the provisions of section 73 to 76 or any
other relevant provisions of the Companies Act, 2013, and the rules
framed there under, to the extent applicable, have been complied with.
We are informed by the management that no order has been passed by the
Company Law Board, National Company Law Tribunal or Reserve Bank of
India or any Court or any other Tribunal.
(vi) To the best of our knowledge and as explained, the Central
Government has not specified the maintenance of cost records under
clause 148(1) of the Companies Act, 2013, for the products/services of
the Company.
(vii) (a) (i) Undisputed statutory dues including provident fund,
investor education and protection fund, employees' state insurance,
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, cess and other material statutory dues have generally been
regularly deposited with the appropriate authorities.
(ii) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees'
state insurance, income-tax, sales-tax, wealth-tax, service tax, duty
of customs, duty of excise, value added taxes, cess and any other
statutory dues were outstanding, at the year end, for a period of more
than six months from the date they became payable.
(b) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, duty of customs, duty
of excise, value added tax and cess on account of any dispute, are as
follows:
Name of the Nature of the Amount Period to
Statute Dues (Rs. in which the
lacs) amount
relates
Wealth Tax Demand in respect of 282.89 2006-07 to
Act, 1957 assessment proceedings 2010-11
Income Tax Demand in respect of 1517.97 2007-08 and
Act, 1961 assessment proceedings. 2012-13
Income Tax Demand in respect of 1275.01 2011-12
Act, 1961 assessment proceedings.
Name of the Forum where
Statute dispute is pending
Wealth Tax Commissioner of Wealth
Act, 1957 Tax (Appeals)
Income Tax Commissioner of Income
Act, 1961 tax (Appeals)
Income Tax Dispute Redressal Panel
Act, 1961
(c) According to the information and explanations given to us, there
are slight delay in the immaterial amount required to be transferred to
investor education and protection fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made
thereunder.
(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
and immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks. The Company
did not have any outstanding debentures and loan from financial
institutions during the year.
(x) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from banks and
financial institutions, the terms and conditions whereof, in our
opinion, are not prima-facie prejudicial to the interest of the
Company.
(xi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S. R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E
per Anil Gupta
Partner
Membership Number: 87921
Place : Gurgaon
Date : 15th May, 2015
Mar 31, 2014
We have audited the accompanying fnancial statements of Zuari Global
Limited ("the Company"), which comprise the Balance Sheet as at 31st
March, 2014 and the Statement of Proft and Loss and Cash Flow Statement
for the year then ended and a summary of signifcant accountng policies
and other explanatory informaton.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparaton of these fnancial
statements that give a true and fair view of the fnancial positon,
fnancial performance and cash fows of the Company in accordance with
accountng principles generally accepted in India, including the
Accountng Standards notfed under the Companies Act, 1956 read with
General Circular 8/2014 dated 4th April 2014, issued by the Ministry of
Corporate Afairs. This responsibility includes the design,
implementaton and maintenance of internal control relevant to the
preparaton and presentaton of the fnancial statements that give a true
and fair view and are free from material misstatement, whether due to
fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditng issued by the Insttute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparaton and
fair presentaton of the fnancial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the efectveness of the entty''s
internal control. An audit also includes evaluatng the appropriateness
of accountng policies used and the reasonableness of the accountng
estmates made by management, as well as evaluatng the overall
presentaton of the fnancial statements. We believe that the audit
evidence we have obtained is sufcient and appropriate to provide a
basis for our audit opinion.
Basis for qualifed opinion
As referred in Note 11(a)(ii), the Company is carrying investments oft
6944.09 lacs in the equity share capital ofNagarjuna Oil Refnery
Limited (NORL), whereof the market value at the year-end is Rs. 1056.04
lacs. These shares were alloted to the Company consequent to demerger/
merger scheme of Nagarjuna Fertliserand Chemicals Limited (NFCL). The
Company further holds 32267741 equity shares in NFCL which are yet to
be listed on the stock exchange pending receipt of permission from
Securites and Exchange Board of India. These equity shares in NFCL are
carried at value oft 2115.39 lacs. The Company has not made provision
for diminuton in the value of investment in NROL, in view of long term
strategic investments in the said company and upon which we are unable
to comment on including consequental efects, if any, the accompanying
fnancial statements.
Qualifed opinion
In our opinion and to the best of our informaton and according to the
explanatons given to us, except for the possible efects of the mater
described in the Basis for Qualifed Opinion paragraph, the fnancial
statements give the informaton required by the Companies Act, 1956
("the Act") in the manner so required and give a true and fair view in
conformity with the accountng principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of afairs of the
Company as at 31st March, 2014;
b) in the case of the Statement of Proft and Loss, of the proft for the
year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash fows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-secton (4A) of Secton 227 of the Act, we give in the Annexure a
statement on the maters specifed in paragraphs 4 and 5 of the Order.
2. As required by Secton 227(3) of the Act, we report that:
a) except for the matter(s) described in the Basis for Qualified
Opinion paragraph, We have obtained all the information and
explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit;
b) except for the matter(s) described in the Basis for Qualified
Opinion paragraph, In our opinion proper books of account as required
by law have been kept by the Company so far as appears from our
examination of those books;
c) the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) except for the matter(s) described in the Basis for Qualified
Opinion paragraph, In our opinion, the Balance Sheet, the Statement of
Profit and Loss and the Cash Flow Statement comply with the Accounting
Standards notified under the Companies Act, 1956 read with General
Circular 8/2014 dated 4th April 2014, issued by the Ministry of
Corporate Affairs.;
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.
Annexure referred to in paragraph [1] of our report of even date
Re: Zuari Global Limited
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management in a
phased manner over a period of two years and accordingly, part of the
fixed assets were physically verified during the year and the
discrepancies observed on such verification, as compared to the book
records, were not material. In our opinion, the frequency of physical
verification is reasonable having regard to the size of the Company and
the nature of the assets.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verifcaton of inventory
at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted loans to 5 companies covered in the
register maintained under Section 301 of the Companies Act, 1956. The
maximum amount involved during the year wasRs. 16,776.30 lacs and the
year end balance or loans balance of loans granted to such parties was
Rs. 14,625.30 lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stipulated and payment of interest has been regular.
(d) There is no overdue amount of loans granted to companies listed in
the register maintained under Section 301 of the Companies Act, 1956.
(e) According to information and explanations given to us, 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. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the informaton and explanatons
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fxed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or contnuing failure to correct any major weakness in
the internal control system of the company in respect of these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that particulars of contracts or
arrangements referred to in Section 301 of the Act that need to be
entered into the register maintained under Section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees five lacs have been entered into
during the financial year at prices which are reasonable having regard
to the prevailing market prices at the relevant time.
(vi) In respect of deposits accepted in earlier years, in our opinion
and according to the informaton and explanatons given to us, directves
issued by the Reserve Bank of India and the provisions of Sectons 58A,
58AAor any other relevant provisions of the Companies Act, 1956 and the
rules framed there under, to the extent applicable, have been complied
with. We are informed by the management that no order has been passed
by the Company Law Board, Natonal Company Law Tribunal or Reserve Bank
of India or any Court or any other Tribunal.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Secton 209(1)(d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues have generally been regularly deposited
with the appropriate authorities.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other material undisputed statutory dues were outstanding, at the year
end, for a period of more than six months from the date they became
payable.
(x) The Company has no accumulated losses at the end of the fnancial
year and it has not incurred cash losses in the current and immediately
preceding fnancial year.
(xi) Based on our audit procedures and as per the informaton and
explanatons given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks.The Company did
not have any outstanding debentures and loan from fnancial insttuton
during the year.
(xii) According to the informaton and explanatons given to us and based
on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security byway of pledge of
shares, debentures and other securites.
(xiii) 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 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securites, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the informaton and explanatons given to us, the
Company has given guarantee for loans taken by others from bank or
fnancial insttutons, the terms and conditons whereof in our opinion are
not prima-facie prejudicial to the interest of the Company.
(xvi) Based on informaton and explanatons given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the informaton and explanatons given to us and on
an overall examinaton of the Balance Sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferental allotment of shares to
partes or companies covered in the register maintained under Secton 301
of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reportng the true and fair view of the fnancial statements and as per
the informaton and explanatons given by the management, we report that
no fraud on or by the Company has been notced or reported during the
year.
For S. R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registraton
Number: 301003E
per Anil Gupta
Partner
Membership Number: 87921
Place of Signature: Gurgaon
Date: 8th May, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying fnancial statements of Zuari Global
Limited ("the Company"), which comprise the Balance Sheet as at 31st
March, 2013, and the Statement of Proft and Loss and Cash Flow
Statement for the year then ended, and a summary of signifcant
accountng policies and other explanatory informaton.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparaton of these fnancial
statements that give a true and fair view of the fnancial positon,
fnancial performance and cash fows of the Company in accordance with
accountng principles generally accepted in India, including the
Accountng Standards referred to in sub-secton (3C) of Secton 211 of the
Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementaton and maintenance of internal control relevant to
the preparaton and presentaton of the fnancial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditng issued by the Insttute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparaton and
fair presentaton of the fnancial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluatng the appropriateness of accountng policies used and
the reasonableness of the accountng estmates made by management, as
well as evaluatng the overall presentaton of the fnancial statements.
We believe that the audit evidence we have obtained is sufcient and
appropriate to provide a basis for our audit opinion.
Basis for Qualifed Opinion
As referred in Note 9(a)(ii), the Company is carrying investments oft
6944.09 lacs in the equity share capital of Nagarjuna Oil Refnery
Limited (NORL), whereof the market value at the year-end is Rs. 894.70
lacs. These shares were alloted to the Company consequent to
demerger/merger scheme of Nagarjuna Fertliser and Chemcals Limited
(NFCL). The Company further holds 32267741 equity shares in NFCL which
are yet to be listed on the stock exchange pending receipt of
permission from Securites Exchange Board of India. These equity shares
in NFCL are carried at value oft 2115 lacs. The Company has not made
provision for diminuton in the value of investment in NROL, in view of
long term strategic investments in the said company and upon which we
are unable to comment on including consequental efects, if any, the
accompanying fnancial statements.
Opinion
In our opinion and to the best of our informaton and according to the
explanatons given to us, except for the possible efects of the mater
described in the Basis for Qualifed Opinion paragraph, the fnancial
statements give the informaton required by the Act in the manner so
required and give a true and fair view in conformity with the accountng
principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of afairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Proft and Loss, of the proft for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash fows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-secton (4A) of Secton 227 of the Companies Act, 1956, we give in
the Annexure a statement on the maters specifed in paragraphs 4 and 5
of the Order.
2. As required by Secton 227(3) of the Act, we report that:
(a) We have obtained all the informaton and explanatons 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 examinaton of those
books ;
(c) The Balance Sheet, the Statement of Proft and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the Balance Sheet, the Statement of Proft and Loss
and the Cash Flow Statement comply with the Accountng Standards
referred to in subsecton (3C) of Secton 211 of the Companies Act, 1956;
(e) On the basis of writen representatons received from the Directors
as on 31st March, 2013, and taken on record by the Board of Directors,
none of the Directors is disqualifed as on 31st March, 2013, from
beingappointedasa Director in terms of clause (g) of sub-secton (1) of
Secton 274 of the Companies Act, 1956.
Annexure referred to in paragraph [1] of our report of even date Re:
Zuari Global Limited
(i) (a) The Company has maintained proper records showingfull
partculars, including quanttatve details and situaton of fxed assets.
(b) The fxed assets are physically verifed by the management in a
phased manner over a period of two years and accordingly, part of the
fxed assets were physically verifed during the year and the
discrepancies observed on such verifcaton, as compared to the book
records, were not material. In our opinion, the frequency of physical
verifcaton is reasonable having regard to the size of the Company and
the nature of the assets.
(c) There was no substantal disposal of fxed assets during the year.
(ii) (a) The management has conducted physical verifcaton of inventory
at reasonable intervals during the year.
(b) The procedures of physical verifcaton of inventory followed by the
management are reasonable and adequate in relaton to the size of the
Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were notced on physical verifcaton.
(iii) (a) The Company has granted loans to 5 companies covered in the
register maintained under Secton 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 18934.30 lacs and the
year end balance or loans balance of loans granted to such partes was Rs.
14759.30 lacs.
(b) In our opinion and according to the informaton and explanatons
given to us, the rate of interest and other terms and conditons for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stpulated and payment of interest has been regular.
(d) There is no overdue amount of loans granted to companies listed in
the register maintained under Secton 301 of the Companies Act, 1956.
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, frms or other partes covered in the register
maintained under Secton 301 of the Companies Act, 1956, Therefore, the
provisions of clause 4(f) and (g) of the Companies (Auditor''s Report)
Order 2003 (as amended) are not applicable to the Company and hence not
commented upon.
(iv) In our opinion and according to the informaton and explanatons
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fxed assets and for the sale of goods. During
the course of our audit, we have not observed any major weakness or
contnuing failure to correct any major weakness in the internal control
system of the company in respect of these areas. Duringthe course of
our audit, we have not observed any contnuing failure to correct major
weakness in internal control system of the company.
(v) (a) According to the informaton and explanatons provided by the
management, we are of the opinion that partculars of contracts or
arrangements referred to in Secton 301 of the Act that need to be
entered into the register maintained under Secton 301 have been so
entered.
(b) In our opinion and according to the informaton and explanatons
given to us, the transactons made in pursuance of such contracts or
arrangements exceeding value of Rs. fve lacs have been entered into
during the fnancial year at prices which are reasonable having regard
to the prevailing market prices at the relevant tme.
(vi) In respect of deposits accepted in earlier years, in our opinion
and according to the informaton and explanatons given to us, directves
issued by the Reserve Bank of India and the provisions of Sectons 58A,
58AA or any other relevant provisions of the Companies Act, 1956 and
the rules framed thereunder, to the extent applicable, have been
complied with. We are informed by the management that no order has been
passed by the Company Law Board, Natonal Company Law Tribunal or
Reserve Bank of India or any Court or any other Tribunal.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Secton 209(1)(d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) Undisputed statutory dues including provident fund, investor
educaton and protecton fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues have generally been regularly deposited
with the appropriate authorites.
(b) According to the informaton and explanatons given to us, no
undisputed amounts payable in respect of provident fund, investor
educaton and protecton fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other material undisputed statutory dues were outstanding, at the year
end, for a period of more than six months from the date they became
payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Name of the Amount Period to
which Forum where dispute
Nature of dues _
statute (Rs. in
lacs) amount
relates (AY) is pending
Income
Tax Act Demand in
respect of 4,995.82 1999-2000 Commissioner of
assessment
proceedings 2009-2010 Income Tax
(Appeals)
2010-2011
(x) The Company has no accumulated losses at the end of the fnancial
year and it has not incurred cash losses in the current and immediately
preceding fnancial year.
(xi) Based on our audit procedures and as per the informaton and
explanatons given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks. The Company
did not have any outstanding debentures and loan from fnancial
insttuton during the year.
(xii) According to the informaton and explanatons given to us and based
on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security byway of pledge of
shares, debentures and other securites.
(xiii) 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 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securites, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the informaton and explanatons given to us, the
Company has given guarantee for loans taken by others from bank or
fnancial insttutons, the terms and conditons whereof in our opinion are
not prima-facie prejudicial to the interest of the Company.
(xvi) Based on informaton and explanatons given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the informaton and explanatons given to us and on
an overall examinaton of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferental allotment of shares to
partes or companies covered in the register maintained under Secton 301
of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reportng the true and fair view of the fnancial statements and as per
the informaton and explanatons given by the management, we report that
no fraud on or by the Company has been notced or reported during the
year.
For S.R. BATLIBOI & CO. LLP
Chartered Accountants
Firm''s Registraton No.: 301003E
per Anil Gupta
Partner
Membership No.: 87921
Place : Gurgaon
Date : 9th May, 2013
Mar 31, 2012
1. We have audited the attached balance sheet of Zuari Industries
Limited ('the Company') as at March 31, 2012 and also the profit and
loss account and the cash flow statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
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
those books.
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account.
iv. In our opinion, the balance sheet, profit and loss account and
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956.
v. On the basis of the written representations received from the
directors, as on March 31, 2012, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2012;
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 cash flow statement, of the cash flows for the year
ended on that date.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management in a
phased manner over a period of two years and accordingly, part of the
fixed assets were physically verified during the year and the
discrepancies observed on such verification, as compared to the book
records, were not material. In our opinion, the frequency of physical
verification is reasonable having regard to the size of the company and
the nature of the assets.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has not granted any loans, secured or unsecured
to companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956. Therefore, the provisions
of paragraph 4 (iii) (a), (b), (c) and (d) of the Companies (Auditor's
Report) Order, 2003 (as amended) are not applicable to the Company.
(b) 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 and as such, clauses 4
(iii) (e) to 4 (iii) (g) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of these areas. During the
course of our audit, we have not observed any continuing failure to
correct major weakness in internal control system of the Company. Due
to the nature of its business, the Company is not required to sell any
services.
(v) According to the information and explanations provided by the
management, we are of the opinion that there are no transactions that
need to be entered into the register maintained under Section 301 of
the Companies Act, 1956. Therefore, the provisions of clause 4(v) of
the Companies (Auditor's Report) Order, 2003 (as amended) are not
applicable to the Company.
(vi) In respect of deposits accepted in earlier years, in our opinion
and according to the information and explanations given to us,
directives issued by the Reserve Bank of India and the provisions of
Sections 58A, 58AA or any other relevant provisions of the Companies
Act, 1956 and the rules framed thereunder, to the extent applicable,
have been complied with. We are informed by the management that no
order has been passed by the Company Law Board, National Company Law
Tribunal or Reserve Bank of India or any Court or any other Tribunal.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees' state insurance,
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and other material statutory dues applicable to it.
Further, since the Central Governent has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other material undisputed statutory dues were outstanding, at the year
end, for a period of more than six months from the date they became
payable.
(c) According to the records of the Company, there are no dues
outstanding of income-tax, sales-tax, wealth-tax, service tax, customs
duty, excise duty and cess on account of any dispute, other than the
following:
Amount
(Rs.in Period to
which the Forum where
Name of the
statute Nature of dues lacs) amount
relates dispute is pending
Karnataka Tax
on
Professions, Penalty on
Professional
Tax Joint
Commissioner of
Trades,
Callings and paid on
Company's 21.28 2005-06 to
2008-09 Commercial Taxes
Employments
Act,1976 registered
godowns. (Appeals)
Additional
Commissioner,
Chapter V of Service tax
under Goods
84.10 2006-07 to
2009-10 Customs and
Central
Finance
Act 1994 Transport
Agency
Services Excise, Panaji,
Goa
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks. The Company
did not have any outstanding debentures and loan from financial
institution during the year
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from bank or
financial institutions, the terms and conditions whereof in our opinion
are not prima-facie prejudicial to the interest of the Company.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. BATLIBOI & CO.
Firm's Registration No.: 301003E
Chartered Accountants
per Anil Gupta
Place : Gurgaon Partner
Date : 9th May, 2012 Membership No.: 87921
Mar 31, 2011
1. We have audited the attached balance sheet of Zuari Industries
Limited ('the Company') as at March 31, 2011 and also the profit and
loss account and the cash flow statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
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
those books.
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account.
iv. In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956.
v. On the basis of the written representations received from the
directors, as on March 31, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 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 cash flow statement, of the cash flows for the year
ended on that date.
Annexure referred to in paragraph [3] of our report of even date
Re: Zuari Industries Limited
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management in a
phased manner over a period of two years and accordingly, part of the
fixed assets were physically verified during the year and the
discrepancies observed on such verification, as compared to the book
records, were not material. In our opinion, the frequency of physical
verification is reasonable having regard to the size of the company and
the nature of the assets.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has not granted any loans, secured or unsecured
to companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956. Therefore, the provisions
of paragraph 4 (iii) (a), (b), (c) and (d) of the Companies (Auditor's
Report) Order, 2003 (as amended) are not applicable to the Company.
(b) 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 and as such, clauses 4
(iii) (e) to 4 (iii) (g) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of these areas. During the
course of our audit, we have not observed any continuing failure to
correct major weakness in internal control system of the Company. Due
to the nature of its business, the Company is not required to sell any
services.
(v) According to the information and explanations provided by the
management, we are of the opinion that there are no transactions that
need to be entered into the register maintained under Section 301 of
the Companies Act, 1956. Therefore, the provisions of clause 4(v) of
the Companies (Auditor's Report) Order, 2003 (as amended) are not
applicable to the Company.
(vi) In respect of deposits accepted in earlier years, in our opinion
and according to the information and explanations given to us,
directives issued by the Reserve Bank of India and the provisions of
Sections 58A, 58AA or any other relevant provisions of the Companies
Act, 1956 and the rules framed thereunder, to the extent applicable,
have been complied with. We are informed by the management that no
order has been passed by the Company Law Board, National Company Law
Tribunal or Reserve Bank of India or any Court or any other Tribunal.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees' state insurance,
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and other material statutory dues applicable to it.
Further, since the Central Governent has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other material undisputed statutory dues were outstanding, at the year
end, for a period of more than six months from the date they became
payable.
(c) According to the records of the Company, there are no dues
outstanding of income-tax, sales-tax, wealth-tax, service tax, customs
duty, excise duty and cess on account of any dispute, other than the
following:
Amount (Rs Period to
which the Forum where
Name of the statute Nature of dues
in lacs) amount
relates dispute is
pending
Karnataka Tax on
Professions, Penalty on
Professional
Tax Joint
Commissioner of
Trades, Callings
and paid on
Company's 21.28 2005Ã06 to
2008Ã09 Commercial
Taxes
Employments
Act,1976 registered
godowns. (Appeals)
Additional
Commissioner,
Chapter V of Service tax
under Goods
84.10 2006Ã07 to
2009Ã10 Customs and
Central
Finance Act 1994 Transport
Agency Services Excise,
Panaji, Goa
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks. The Company
did not have any outstanding debentures and loan from financial
institution during the year.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from bank or
financial institutions, the terms and conditions whereof in our opinion
are not prima-facie prejudicial to the interest of the Company.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. BATLIBOI & CO.
Firm's Registration No.: 301003E
Chartered Accountants
per Anil Gupta
Place : Gurgaon Partner
Date : 9th May, 2011 Membership No.: 87921
Mar 31, 2010
1. We have audited the attached balance sheet of Zuari Industries
Limited as at March 31, 2010 and also the profit and loss account and
the cash flow statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Without qualifying our opinion, pending announcement of final rates
of concession for Di-ammonium phosphate, Muriate of Potash and complex
fertilizers for the period from July 1, 2009 to March 31, 2010, the
Company has accounted for the difference of Rs. 15873.97 lacs between
the notified base rates and estimated final concession (Refer note 25
(c) in Schedule 18 of the financial statements). We have relied on such
estimation of the management.
5. Further to our comments in the Annexure referred to 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
those books.
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account.
iv. In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1 956.
v. On the basis of the written representations received from the
directors, as on March 31, 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2010 from being appointed as a director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 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 cash flow statement, of the cash flows for the year
ended on that date.
Annexure referred to in paragraph [3] of our report of even date Re:
Zuari Industries Limited
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management in a
phased manner over a period of two years and accordingly, part of the
fixed assets were physically verified during the year and the
. discrepancies observed on such verification, as
compared to the book records, were not material. In our opinion, the
frequency of physical verification is reasonable having regard to the
size of the company and the nature of the assets.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company has granted loan to four companies covered in the
register maintained under Section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 9,650.83 lacs, and the
year- end balance of loans granted to such parties was Rs. 8,533.36
lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stipulated and payment of interest have been regular.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.
(e) As informed, 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, 1 956.
Therefore, the provisions of clause 4(f) and (g) of the Companies
(Auditors Report) Order 2003 (as amended) are not applicable to the
Company.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of these areas. Due to the
nature of its business, the Company is not required to sell any
services.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Act that need to be
entered into the register maintained under Section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees five lakhs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi) In respect of deposits accepted in earlier years, in our opinion
and according to the information and explanations given to us,
directives issued by the Reserve Bank of India and the provisions of
Sections 58A, 58AA or any other relevant provisions of the Companies
Act, 1956 and the rules framed thereunder, to the extent applicable,
have been complied with. We are informed by the management that no
order has been passed by the Company Law Board, National Company Law
Tribunal or Reserve Bank of India or any Court or any other Tribunal.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209(1 )(d) of the Companies
Act, 1956, and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
(ix) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees state insurance,
income- tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and other material statutory dues applicable to it.
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the information and explanations given to us, there
are no undisputed dues in respect of provident fund, investor education
and protection fund, employees state insurance, income-tax, wealth-
tax, service tax, sales-tox, customs duty, excise duty and other
statutory dues which were outstanding, at the year end for a period of
more than six months from the date they became payable.
(c) According to the records of the Company, there are no dues
outstanding in respect of income-tax, sales-tax, wealth-tax, service
tax, customs duty, excise duty and cess on account of any dispute,
other than the following:
Name of the Nature of dues Amount Period to Forum where
which
statute (Rs. in lacs) the amount
relates dispute is
pending
Kamataka Tax on Penalty on
Professional Tax 21.28 2005-06 to Joint
Commissioner
Professions, , paid on Companys 2008-09 of Commercial
Trades Taxes
Callings and registered godowns. (Appeals)
Employments Act,
1976
Bombay Demand on
assessment 130.61 2004-2005 Deputy
Commissioner
Sales Tax
Act, 1959 VAT Pune
Chapter V of Service tax 76.87 2006-07 to Additional
under Goods Commissioner,
Finance Act 1994 Transport 2008-09 Customs and
Agency Services Central Excise,
Panaji, Goa
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defculted in repayment of dues to banks. We have been
informed that the Company did not have any outstanding debentures and
loan from financial institution during the year.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiit) of the Companies (Auditors Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from bank or
financial institutions, the terms and conditions whereof in our opinion
are not prima-facie prejudicial to the interest of the Company.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii)The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under Section
301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. BATLIBOI & CO.
Firms Registration No.: 301003E
Chartered Accountants
per Anil Gupta
Place : Gurgaon Partner
Date : 8,th May, 2010 Membership No.: 87921