| 1. We have audited the accompanying standalone financial statements of
Fulford (India) Limited (the "company"), which comprise the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss and 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
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 to give a true and fair view of the financial position,
financial performance and cash flows of the company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the
company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls that were operating effectively for
ensuring the accuracy and completeness of the accounting records
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors' 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 and the Rules
made thereunder including the accounting standards and matters which
are required to be included in the auditors' report.
5. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act and other applicable
authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those Standards and pronouncements require that
we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the 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 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.
7. 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
8. I n 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, of the state of
affairs of the company as at 31st March, 2015 and its profit and its
cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by 'The Companies (Auditor's Report) Order, 2015',
issued by the Central Government of India in terms of sub-section (11)
of Section 143 of the Act (hereinafter referred to as the "Order")
and on the basis of such checks of the books and records of the company
as we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order.
10. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the company so far as it appears from our examination of
those books, except that the back-up of the books of accounts and other
books and papers maintained in electronic mode has not been maintained
on servers physically located in India.
(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 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) On the basis of the written representations received from the
directors as on 31st March, 2015 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.
(f) With respect to the other matters to be included in the Auditors'
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our knowledge and belief
and according to the information and explanations given to us:
(i) The company has disclosed the impact, if any, of pending
litigations as at 31st March, 2015 on its financial position in its
standalone financial statements - Refer Note 19(a);
(ii) The company has long-term contracts as at 31st March, 2015 for
which there were no material foreseeable losses. The company did not
have derivative contracts as at 31st March, 2015; and
(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, 2015.
Referred to in paragraph 9 of the Independent Auditors' Report of
even date to the members of Fulford (India) Limited on the standalone
financial statements as of and for the year ended 31st March, 2015
1. (a) The company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the management during the year and no material
discrepancies have been noticed on such verification.
2. (a) The inventory has been physically verified by the management
during the year. In respect of inventory lying with third parties, these
have substantially been confirmed by them. In our opinion, the frequency
of verification is reasonable.
(b) In our opinion, 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) On the basis of our examination of the inventory records, in our
opinion, the company is maintaining proper records of inventory. In our
opinion, the discrepancies noticed on physical verification of
inventory as compared to book records were not material.
3. The company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, the provisions of Clause
3(iii)(a) and 3(iii)(b) of the Order are not applicable to the company.
4. In our opinion and according to the information and explanations
given to us, having regard to the explanation that except for certain
items of inventory purchased which are of special/proprietary nature
for which suitable alternative sources do not exist, 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. Further, on
the basis of our examination of the books and records of the company
and according to the information and explanations given to us, we have
neither come across nor have we been informed of any continuing failure
to correct major weaknesses in the aforesaid internal control system.
5. The company has not accepted any deposits from the public within the
meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed
there under to the extent notified.
6. We have broadly reviewed the books of account maintained by the
company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
specified under sub-section (1) of Section 148 of the Act and are of
the opinion that, prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, made a detailed
examination of the records with a view to determine whether they are
accurate or complete.
7. (a) According to the information and explanations given to us and
the records of the company examined by us, in our opinion, the company
is generally regular in depositing undisputed statutory dues in respect
of value added tax and service tax, though there has been a slight delay
in a few cases and is regular in depositing undisputed statutory dues
including provident fund, employees' state insurance, income-tax, sales
tax, wealth tax, duty of customs, duty of excise and other material
statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the company examined by us, there are no dues of wealth-tax,
service-tax, duty of customs and duty of excise which have not been
deposited on account of any dispute. The particulars of dues of
income-tax, sales tax and value added tax as at 31st March, 2015 which
have not been deposited on account of a dispute, are as follows:
Name of the Nature of dues Amount
statute Rupees
The Income- Income-tax 248,623,109
tax Act, 1961 including interest,
as applicable
The Central Sales tax and 185,117,794
Sales Tax value added
Act, 1956 tax including
and Local interest and
Sales Tax penalty, as
Acts applicable
177,152
Name of the Period to which the amount Forum where the
relates dispute is pending
The Income Tax Act 1961 Assessment Years Tribunal
1997-1998, 1999-2000,
2002-2003, 2004-2005 to
2007-2008 and 2009-2010
to 2010-2011
The Central Sale Tax Several demands Appellate
Acy 1956 pertaining to the period Authority
1992-1993 to 1995-1996, - up to
2000-2001, 2002, 2003-2004, Commissioner's
2007-2008, 2009-2010 and level
2010-2011
Several demands pertaining Tribunal
to the period 2001-2002 and
2004-2005
* Net of amounts paid including under protest.
# Excluding a demand of Rs. 223,087,639 (net of payment) for Assessment
Year 2011-2012, received subsequent to the year end, which is pending
before the Dispute Resolution Panel.
(c) The amount required to be transferred to Investor Education and
Protection Fund has been transferred within the stipulated time in
accordance with the provisions of the Companies Act, 1956 and the rules
made thereunder.
8. The company has no accumulated losses as at the end of the financial
year and it has not incurred any cash losses in the financial year
ended on that date or in the immediately preceding financial year.
9. As the company does not have any borrowings from any financial
institution or bank nor has it issued any debentures as at the Balance
Sheet date, the provisions of Clause 3(ix) of the Order are not
applicable to the company.
10. In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Accordingly, the provisions of Clause 3(x) of the Order are not
applicable to the company.
11. The company has not raised any term loans. Accordingly, the
provisions of Clause 3(xi) of the Order are not applicable to the
company.
12. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the company, noticed or reported during the
year, nor have we been informed of any such case by the management.
For Lovelock & Lewes
Firm Registration No. 301056E
Chartered Accountants
Himanshu Goradia
Partner
Mumbai, 25th May, 2015 Membership No. 45668 | 