We have audited the accompanying financial statements of Pentokey
Organy (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 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 and presentation of these financial statements that
give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting 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 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 accounting policies used and the reasonableness of
the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its loss 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 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;
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, 2015 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; and
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 as at
March 31, 2015 on its financial position in its financial statements -
Refer Note 27 and Note 28;
ii. there are no material foreseeable losses arising out of any
long-term contracts for which provision is required to be made under
any law or accounting standards. The Company has not entered into any
long term derivative contracts.; and
iii. the Company do not have any outstanding amount to be transferred
to the Investor Protection and Education Fund.
Annexure to Independent Auditors' Report
(Referred to in Paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date)
i. In respect of its fixed assets:
(a) The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets on the basis of available information.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all 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.
ii. In respect of its inventories:
(a) The management has conducted physical verification of inventory at
reasonable intervals during the year.
(b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
iii. 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. Therefore, the provisions of Clause
3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to
the Company.
iv. In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventory and Fixed assets and the sale of goods. During the course of
our audit, we have neither come across nor have been informed of any
continuing failure to correct major weaknesses in aforesaid internal
control systems.
v. In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public.
Therefore, the provisions of the clause 3 (v) of the Order are not
applicable to the Company.
vi. We have broadly reviewed the books of accounts and records
maintained by the Company pursuant to the Companies (Cost Records and
audit) Rules, 2014 prescribed by the Central Government 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. The content of these accounts and records have not been
examined by us.
vii. In respect of statutory dues :
(a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident fund, Employees' State Insurance,
Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise
duty, Value added tax, Cess, Professional tax and other material
statutory dues have been generally regularly deposited during the year
by the Company with the appropriate authorities. 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, Customs duty, Excise duty, Value
added tax, Cess, Professional tax and other material statutory dues
were in arrears as at March 31, 2015 for a period of more than six
months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Provident Fund, Employees' State Insurance ,Income tax,
Wealth tax, Value added tax, Customs duty, Excise duty, Professional
tax and Cess which have not been deposited with the appropriate
authorities on account of any dispute. The particulars of dues of sales
tax, service tax, as at March 31, 2015 which have not been deposited on
account of dispute are as under:
Sr. Name of the Nature of Dues Amount
No. Statute (Rs.in Lacs)
1 Bombay Rectified Transport Fees 103.24
Spirit (Transport in
Bond) Rules, 1957
2 Bombay Sales Sales Tax dues 7.81
Tax Act,1959
3 Bombay Sales Tax Sales Tax and 193.96
Act,1959 and Central Sales
Central Sales Tax Tax
Act, 1956
4 Bombay Sales Tax Sales Tax and 85.48
Act,1959 and Central Sales
Central Sales Tax Tax dues
Act, 1956
5 Central Excise Penalty 13.90
Act,1944
Sr. Name of the Financial Year Forum where
No. Statute to which it Pertains Dispute is pending
1 Bombay Rectified 2002-2007 High Court
Spirit (Transport in
Bond) Rules, 1957
2 Bombay Sales 1994-1995 Joint Commissioner
Tax Act,1959 of Sales Tax Appeal)
3 Bombay Sales Tax 2003-2004 Maharashtra Sales
Act,1959 and Tax Tribunal
Central Sales Tax
Act, 1956
4 Bombay Sales Tax 2004-2005 Joint Commissioner
Act,1959 and of Sales Tax (Appeal)
Central Sales Tax Tax
Act, 1956
5 Central Excise 2008-09 to 2014-15 Commissioner of
Act,1944 Central Excise - Pune
(c) The Company does not have any outstanding amount to be transferred
to the Investor Protection and Education Fund.
viii. The Company does have accumulated losses as at the end of the
financial year. The Company has incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
ix. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
bank during the year. The Company does not have any borrowings from any
financial institution and it has not issued any debentures.
x In our opinion and according to the information and explanations
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions. Accordingly, the
provisions of Clause 3(x) of the Order are not applicable to the
Company.
xi. The Company has not raised new term loans during the year. The term
loans outstanding at the beginning of the year have been applied for
the purposes for which they were raised.
xii. 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 Desai Saksena & Associates
Chartered Accountants
(Firm's Registration No: 102358W)
Place: Mumbai S.N.Desai
Date: 19th May, 2015 Partner
Membership No: 32546
|