| We have audited the accompanying financial statements of Techtran
Polylenses Limited ("the Company"), which comprise the Balance Sheet as
at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow
Statement 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
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 the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these 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
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
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 sorequired 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 31st March, 2015, and its loss and its cash flows for the year ended
on that date.
Emphasis of Matter
We draw attention to the following matter in the Notes to the financial
statements:
a) Note 11.2 and Note 16.1 to the standalone financial statements
indicates that the Company has converted the loan given to related
party into 10% Non-Convertible, NonParticipating, Redeemable Cumulative
Preference Shares of Rs.10/- each at premium of Rs.162/- which is
redeemable within 7 years from the date of allotment at Rs.172/-. This
is based on a valuation report which is relied upon by the management.
This valuation indicates the existence of uncertainty relating to the
future financial projections of the invest company.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts)Rules, 2014.
(e) On the basis of the written representations received from the
directors as on 31st March, 2015taken on record by the Board of
Directors, none of the directors is disqualified as on31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note29 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 is a delay in transferring the amounts required to be
transferred to the Investor Education and Protection Fund by the
company as on balance sheet date. However, the Company has transferred
the amount on 27.05.2015 with a delay of206 days.
Annexure to the Auditors' Report
The Annexure referred to in our report to the members of the Company
for the year ended on 31st March, 2015. We report that:
(I) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets have been physically verified
by the management in a periodical manner, which in our opinion is
reasonable, having regard to the size of the Company and the nature of
its business. No material discrepancies were noticed on such physical
verification.
(ii) (a) The inventories have been physically verified during the year
by the management. In our opinion, the frequency of verification is
reasonable.
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the company and the nature of its business.
(c) The company has maintained proper records of its inventories. The
discrepancies noticed on verification between the physical stocks and
book records were not material.
(iii) The company has granted an unsecured loan to one party covered in
the register maintained under section 189 of the Act. During the year
the company has not received any payments towards principal and
interest. The balance outstanding of Rs. 660.38 lakhs (inclusive of
interest and principal dues) is converted into investment in preference
shares of the said party read with Note 11.2 and Note 16.1 to the
financial statements.
(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, 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.
(v) The company has not accepted deposits within the meaning of
Sections 73 to 76 of the Act and the rules framed thereunder.
(vi) In our opinion and according to the information and explanations
given to us, the Company has made and maintained accounts and records
prescribed by the Central Government under sub-section (1) of section
148 of the Act.
(vii) a) According to the information and explanations given to us and
the records of the Company examined by us, the Company is generally
regular in depositing undisputed statutory dues including provident
fund, employees' state insurance, income-tax, sales-tax, value added
tax, wealth tax, service tax, customs duty, excise duty, value added
tax, cess and any other statutory dues as applicable with the
appropriate authorities and there were arrears of outstanding statutory
dues as at the last day of the financial year concerned for a period of
more than six months from the date they became payable as follows :
Nature of Dues Amount (Rs.)
Income-tax 1,93,01,130
Employee State Insurance 3,07,812
Provident Fund 5,49,418
b) According to the information and explanations given to us and
records of the Company examined by us, there are no disputed statutory
dues like sales tax, income tax, customs duty, excise duty, service
tax, wealth tax, VAT or any cess as at 31st March, 2015.
c) The amounts required to be transferred to investor education and
protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made thereunder has not been
transferred to such fund as on balance sheet date. However, the same
amount was transferred on 27.05.2015 with a delay of 206 days.
viii) The Company has no losses at the end of the financial year and
has incurred cash loss of Rs. 50.81 lakhs in the financial year and no
cash loss in the immediately preceding financial year.
ix) The Company has not defaulted in repayment of dues to a financial
institutions or banks.
x) In our opinion and according to the information and explanations
given to us, the Company has given corporate guarantee for loan taken
by the subsidiary from banks or financial Institutions, the terms and
conditions are not prejudicial to the interest of the Company.
xi) In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purpose for which
the loans were obtained other than amounts temporarily invested pending
utilization of the funds for the intended use.
xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For M.Anandam& Co.,
Chartered Accountants
(Firm Regn.No.000125S)
S.Venkateswarlu
Partner
Place: Hyderabad Membership No.022790
Date: 28th May, 2015
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