| We have audited the accompanying financial statements of PHOTOQUIP
INDIA LTD. ("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 Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
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
there under.
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 pr esentation 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 Companies Act, 2013, we give in
the Annexure astatement on the matters specified in paragraph 3 and 4
of the order.
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, 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.
(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
31st March, 2015 on its financial position in its financial statements
- Refer Note 29 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 under the applicable
law or accounting standards.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
Annexure to the Independent Auditors' Report
(Referred to in Paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" section of our report of even date)
(i) (a)The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets;
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of the fixed
assets at reasonable intervals. According to the information and
explanation given to us, no material discrepancies were noticed on such
verification.
(ii) In respect of its inventories,
(a) The inventory has been physically verified by the management during
the year. In our opinion, the frequency of such verification is
reasonable.
(b) In our opinion and according to 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 the nature of its business;
(c) In our opinion and according to information and explanation given
to us, the Company has maintained proper records of inventory. The
discrepancies noticed on verification between physical stocks and book
records were not material;
(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 Companies Act. Therefore, Provision of Clause
(iii) (b) of the said order is not applicable to the Company. However
company had granted the interest free unsecured deposits for leased
premises taken by Company of Rs.68,71,156/- and advances of
Rs.12,61,618/- for Capital Assets to concern in which Directors are
interested.
(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 with regard
to purchase of inventories and fixed assets and with regard to sale of
goods and services. During the course of our audit, we have not
observed any major weakness in such internal control system.
(v) The Company has not accepted any deposits from the public within
the meaning of section 73 to 76 of the Act and rules framed there
under.
(vi) In our opinion and according to the information and explanations
given to us, the requirement for maintenance of cost records pursuant
to the Companies (Cost Records and Audit) Rules, 2014 specified by the
Central Government of India under Section 148 of the Companies Act,
2013 are not applicable to the Company for the year under audit.
(vii) (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/ Value Added Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty and material statutory dues wherever applicable have
generally been regularly deposited during the year by the Company with
the appropriate authorities. Further, According to the information and
explanations given to us, no such undisputed amounts payable were in
arrears as at 31st March, 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, details
of dues towards Income Tax, and Sales Tax including Value Added Tax
which have not been deposited by the Company on account of disputes are
as follows:
Statement of Disputed Dues
Name of Nature of Amount Period to
the the Dues (in Rs) which amount
Statute relates
Sales Tax 3,49,620 A.Y. 2002-03
Bombay
Sales Tax Sales Tax 10,75,138 A.Y. 2001-02
Act, 1959
Sales Tax 7,85,185 A.Y. 2000-01
Income
Tax Act, Income 49 00 228 AY 2006-07
1961. Tax
Name of Nature of Forum where disPute is
the the Dues pending
Statute
Sales Tax Assistant Commissioner of
Bombay Sales Tax, Mumbai
Sales Tax
Act, 1959 Sales Tax Assistant Commissioner of
Sales Tax, Mumbai
Sales Tax Assistant Commissioner of
Sales Tax, Mumbai
Income
Tax Act, Income Tax Commissioner of Income Tax
1961. - (Appeals)
According to the information and expanations given to us, there are no
dues of wealth tax, Excise Duty, Service Tax, Customs Duty and Cess
which have not been deposited with the appropriate authorities on
account of any dispute.
(c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
(viii) The Company does not have any accumulated loss at the end of the
financial year. It has incurred cash losses during the financial year
covered by our 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 or financial institutions. Further, in our opinion and according
to information and explanations given to us, the Company did not have
any outstanding debenture holders during the year.
(x) According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.
(xi) In our opinion and according to the information and explanations
given to us, the term loans taken by the Company has been applied for
the purpose for which it was obtained.
(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 instances 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 Mayank Shah & Associates
Chartered Accountants
Firm Registration No: 106109W
F.S. SHAH
Ahmedabad Partner
May 30, 2015 Membership No. 133589
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