REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS
We have audited the accompanying standalone Ind AS financial statements of EICHER MOTORS LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, and 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 IND AS 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 Ind AS 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed 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 Ind AS 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 Ind AS financial statements based on our audit.
In conducting 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
OPINION
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, 2017, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by Section 143(3) of the Act, we report, to the extent applicable 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 Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 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 A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.
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 Auditor’s) 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 has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements-Refer note 39 of the financial statements
ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer note 53 of the financial statements
iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company - Refer note 54 of the financial statements
iv) The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures performed and the representations provided to us by the management, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management - Refer note 51 of the financial statements
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT
(Referred to in paragraph 2 under ‘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 the Property, plant and equipment.
b) The Property, plant and equipment 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 all the Property, plant and equipment at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed and transfer deed / conveyance deed provided to us, we report that, the title deeds of immovable properties of land and buildings included under the head “Property, plant and equipment”, are held in the name of the Company as at the balance sheet date, except the following:
|
Particulars of the
|
Carrying value as
|
Remarks
|
land and building
|
at March 31, 2017
|
|
|
(Rs. in crores)
|
|
Freehold land
|
0.74
|
Pending
|
located at Alwar and
|
|
registration in
|
Jhajjar admeasuring
|
|
the name of the
|
1,08,938 square
|
|
Company
|
metres and 558
|
|
|
square metres,
|
|
|
respectively
|
|
|
ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals other than for inventories lying with third parties at the end of the year for which confirmations have been obtained in most of the cases and no material discrepancies were noticed on physical verification.
iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 186 of the Companies Act, 2013 in respect of making investments during the year. The Company has not granted any loans or provided guarantees and securities during the year.
v) According to the information and explanations given to us, the Company has neither accepted any deposit during the year nor has any unclaimed deposits within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013.
vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013 in respect of certain products manufactured by the Company. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government of India under subsection (1) of Section 148 of the Act and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
vii) According to the information and explanations given to us, in respect of statutory dues:
a) The Company has been regular in depositing undisputed statutory dues, including Provident fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Provident fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.
b) There are no disputed dues in respect of Customs Duty and Cess as at March 31, 2017 which have not been deposited on account of dispute. Details of disputed dues not deposited/deposited under protest of Income-tax, Sales Tax, Service Tax and Excise Duty as at March 31, 2017 are as follows:
Nature of the Statute
|
Nature of dues
|
Forum where pending
|
Amount* (Rs. in crores)
|
Amount paid under protest (Rs. in crores)
|
Period to which amount relate
|
Central Excise Act
|
Excise Duty
|
Appellate Authority up to Commissioner’s level
|
0.79
|
-
|
1995-96 to 1996-97, 2012-13 to 2015-16
|
|
|
CESTAT
|
0.95
|
0.12
|
1983-84 to 2000-01
|
Sales Tax Act
|
Sales Tax
|
Appellate Authority up to Commissioner’s level
|
3.33
|
2.01
|
1986-87, 1987-88, 1991-92, 1993-94 to 1994-95, 1996-97 to 1999-00, 2000-01 to 2005-06, 2008-09 to 2010-11, 2012-13, 2013-14
|
|
|
Appellate Tribunal
|
1.81
|
0.39
|
1988-89, 1991-92 to 1995-96, 1997-98 to 2004-05, 2006-07
|
|
|
High Court
|
1.75
|
0.61
|
1984-85, 1985-86, 1993-94, 2000-01, 2001-02, 2004-05
|
|
|
Supreme Court
|
1.96
|
0.55
|
1986-87, 1990-91, 1991-92, 2001-02 to 2003-04
|
Finance Act, 1994
|
Service Tax
|
Appellate Authority up to Commissioner’s level
|
0.39
|
0.03
|
2006-07 to 2011-12
|
Income Tax Act
|
Income Tax
|
Appellate Authority up to Commissioner’s level
|
7.85
|
-
|
2008-09, 2012-13 and 2013-14
|
* Amount as per demand orders including interest and penalty wherever indicated in the order.
viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans/borrowing to banks. The Company has not taken any loans or borrowings from financial institutions and government and has not issued any debentures during the year.
ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.
x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees have been noticed or reported during the year.
xi) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.
xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or directors of its subsidiaries or joint venture companies or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm’s Registration No. 015125N)
Jaideep Bhargava
Place: GURUGRAM Partner
Date: May 5, 2017 (Membership No. 090295)
We have audited the accompanying standalone financial statements of
EICHER MOTORS LIMITED ("the Company"), which comprise the Balance Sheet
as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow
Statement for the fifteen months 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
there under and the Order under section 143 (11) of the Act.
We conducted our audit of the standalone financial statements 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 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, and its profit and its cash flows for the fifteen
months 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 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.
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 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 March 31, 2016 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.
(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 note 33 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 - Refer note 52 to the financial statements.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company - Refer note 53
to the financial statements.
ANNEXURE TO THE INDEPENDENT AUDITORS'''' REPORT
(REFERRED TO IN PARAGRAPH 1 UNDER "REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS" SECTION OF OUR REPORT OF EVEN DATE)
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the period by the
Management in accordance with a regular program of verification which,
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no material discrepancies were noticed on
such verification.
(ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the period by the Management at reasonable intervals other than for
inventories lying with third parties at the end of the period for which
confirmations have been obtained in most of the cases.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the 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.
(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 inventory and fixed assets and for the sale of goods and
services. During the course of our audit we have not observed any major
weaknesses in such internal control system. (v) According to the
information and explanations given to us, the Company has not accepted
any deposit during the period within the meaning of Section 73 to 76 or
any other relevant provisions of the Act. (vi) We have broadly
reviewed the cost records maintained by the Company pursuant to the
Companies (Cost Records and Audit) Rules, 2014, as amended and
prescribed by the Central Government of India under sub-section (1) of
Section 148 of the Act for the goods manufactured by the Company and
are of the opinion that, prima facie, the prescribed cost records have
been made and maintained. We have, however, not made a detailed
examination of the cost records with a view to determine whether they
are accurate or complete. (vii) According to the information and
explanations given to us in respect of statutory dues:
(a) The Company has been regular in depositing undisputed statutory
dues, including Provident Fund, Employees'''' State Insurance, Income Tax,
Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax,
Cess and other material statutory dues applicable to it with the
appropriate authorities.
(b) There are no undisputed amounts payable in respect of Provident
Fund, Employees'''' State Insurance, Income Tax, Sales Tax, Service Tax,
Customs Duty, Excise Duty, Value Added Tax, Cess and other material
statutory dues in arrears as at March 31, 2016 for a period of more
than six months from the date they became payable.
(c) There are no disputed dues in respect of Wealth Tax, Customs Duty
and Cess which have not been deposited. Details of disputed dues not
deposited/deposited under protest of Income Tax, Sales Tax, Service Tax
and Excise Duty as at March 31, 2016 are as follows:
Nature of
the Statute Nature of dues Forum where pending Amount*
Assessing Authority 0.05
Appellate Authority
up to 0.02
Central
Excise Act Excise Duty Commissioner''''s level 2.05
CESTAT 0.12
Assessing Authority 2.62
Appellate Authority
up to Commissioner''''s
level
Sales
Tax Act Sales Tax 2.16
Appellate Tribunal 1.75
High Court 1.96
Supreme Court
Appellate Authority
up to 0.39
Finance
Act, 1994 Service Tax Commissioner''''s level
Appellate Authority
up to 0.09
Income Tax
Act, 1961 Income Tax Commissioner''''s level
Income Tax Appellate
Tribunal 0.16
Name of the Statute Amount paid Period to which amount relate
under protest
- 2011-12
0.01 1995-96 and 1996-97
Central Excise Act 0.26 1983-84 to 2000-01, 2002-03
to 2004-05
0.12 1994-95 to 1998-99,
2000-01, 2004-05
1.20 1987-88, 1989-90 to 1991-92,
1993-94, 1996-97 to 1999- 00,
2000-01 to 2003-04, 2005-06,
2007-08 to 2010-11, 2012-13,
2013-14
Sales Tax Act 0.49 1988-89, 1991-92 to 1995-96,
1997-98 to 2004-05, 2006-07
0.61 1984-85, 1985-86, 1993-94,
2000-01, 2001-02, 2004-05
0.55 1986-87, 1990-91, 1991-92,
2001-02 to 2003-04
Financial Act,1994 0.02 2006-07 to 2011-12
Income Tax Act,1961 - 2010-11
- 2008-09 and 2009-10
* Amount as per demand orders including interest and penalty wherever
indicated in the order.
(d) 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 losses at the end of
the financial period and has not incurred cash losses during the
financial period covered by our audit and 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 the repayment of dues to
banks. The Company has not taken any loan from financial institutions
and has issued any debentures during the period.
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks are not, prima facie,
prejudicial to the interest of the Company.
(xi) As the Company has not taken any term loan during the period,
paragraph 3(xi) of the Order is not applicable.
(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the period.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm''''s Registration No. 015125N)
Jaideep Bhargava
Place: GURGAON Partner
Date: May 5, 2016 (Membership No. 090295)
We have audited the accompanying financial statements of EICHER MOTORS
LIMITED ("the Company"), which comprise the Balance Sheet as at
December 31, 2014, 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 Management is responsible for 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 Standards notified under the Companies
Act, 1956 ("the Act") (which are deemed to be applicable as per Section
133 of the Companies Act, 2013, read with Rule 7 of the Companies
(Accounts) Rules, 2014) and in accordance with the accounting
principles generally accepted in India. This responsibility includes
the design, implementation and maintenance of internal control 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
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute 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 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 control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Management, 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. 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at December 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company 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 in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order for the year ended December 31,
2014, to the extent the same are applicable to the Company.
2. As required by Section 227(3) of the Act, we report that:
(a) 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.
(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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which are deemed to be applicable as per
Section 133 of the Companies Act, 2013, read with Rule 7 of the
Companies (Accounts) Rule, 2014).
(e) Since the provisions of Section 274(1) (g) of the Act are not in
effect from April 1, 2014, the reporting requirement under Section
227(3) (f) of the Act is not applicable as of the balance sheet date.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph
1 under ''Report on Other Legal and Regulatory Requirements'' section of
our report of even date)
Having regard to the nature of the Company''s
business/activities/result, clauses 4 (xiii) and (xiv) of the Order are
not applicable.
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of 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 all the
fixed assets at reasonable intervals. According to the information and
explanations given to us, no material discrepancies were noticed on
such verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals except for
inventories lying with third parties for which confirmations have been
obtained in most of the cases during the year or at the year- end.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the 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 neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956,
during the period the said section was applicable.
(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 and during the course of our audit we have not observed any
failure to correct major weaknesses in such internal control system.
(v) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered for the period the said section was
applicable.
(b) Where each of such transaction made in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956, for the period such section was applicable, is
in excess of Rs. 5 lakhs during such period in respect of any party,
the transactions have been made at prices which are pr/mafacie
reasonable having regard to the prevailing market prices at the
relevant time.
(vi) During the period the provisions of sections 58A and 58AA and
other relevant provisions of the Companies Act, 1956 and Companies
(Acceptance of Deposits) Rules, 1975 with regard to acceptance of
deposits from the public were applicable, in our opinion and according
to the information and explanations given to us, the Company has not
accepted such deposits.
(vii) In our opinion, the Company has an adequate internal audit system
commensurate with the size and the nature of its business.
(viii) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
and prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that, pr/ma facie, the
prescribed cost records have been made and maintained, for the period
the said Section was applicable. We have, however, not made a detailed
examination of the cost records with a view to determine whether they
are accurate or complete.
(ix) According to the information and explanations given to us, in
respect of statutory dues:
(a) The Company has been regular in depositing 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
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of 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 in arrears as
at December 31, 2014 for a period of more than six months from the date
they became payable.
(c) There are no disputed dues of Customs Duty, Wealth Tax and Cess.
Further, the details of disputed dues not deposited/ deposited under
protest of Sales Tax, Service Tax, Excise Duty and Income Tax as at
December 31, 2014 are as follows:
Nature of the Nature of Forum where Amount*
Statute dues pending (Rs. in
crores)
Central Excise Act Excise Duty Appellate Authority
upto 0.02
Commissioner''s level
CESTAT 54.96
Sales Tax Act Sales Tax Assessing Authority 0.12
Appellate Authority 1.66
upto Commissioner''s
level
Appellate Tribunal 2.09
High Court 1.82
Supreme Court 1.72
Finance Act, 1994 Service Tax Appellate Authority
upto 0.39
Commissioner''s level
Income tax Act, 1961 Income Tax Appellate Authority
upto 4.26
Commissioner''s level
Nature of the Amount paid Period to which
Statue under protest amount relate
(Rs. in crores)
Central Excise Act 0.01 1995-96 to 1996-97
0.26 1983-84 to 2000-01,
2002-03 to 2004-05
Sales Tax Act 0.12 1994-95 to 1998-99,
2000-01, 2004-05
0.89 1986-87,1989-90 to
1991-92, 1993-94,
1996-97 to 2003-04,
2005-06, 2007-08,
2008-09, 2010-11, 2013-14
0.59 1988-89, 1991-92 to
1995-96, 1997-98 to
2004-05, 2006-07
0.61 1984-85, 1985-86, 1992-93
to 1994-95,
2000-01, 2001-02, 2004-05
0.55 1986-87, 1990-91 to 1992-93
Finance Act, 1994 0.02 2006-07 to 2011-12
Income tax Act, 1961 - 2007-08 to 2013-14
* Amount as per demand orders including interest and penalty wherever
indicated in the order.
The details of matters decided in favour of the Company where the
department has preferred appeals at higher levels have not been
considered in the above table.
(x) The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks. The Company has not taken any loan from financial institutions
and has not issued any debentures.
(xii) According to the information and explanations given to us, the
Company has not granted any loans and advances during the year on the
basis of security by way of pledge of shares, debentures and other
securities.
(xiii) According to the information and explanations given to us, the
Company has not given any guarantees during the year for loans taken by
others from banks or financial institutions.
(xiv) As the Company has not taken any term loans during the year,
paragraph 4(xvi) of the Order is not applicable.
(xv) In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet of the
Company, we report that funds raised on short-term basis have, prima
facie, not been used during the year for long-term investment.
(xvi) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to the
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956, during the period the said section was
applicable.
(xvii) As the Company has not issued any debentures during the year,
paragraph 4(xix) of the Order is not applicable.
(xviii) Since the Company has not raised any money by way of public
issue during the year, paragraph 4(xx) of the Order is not applicable.
(xix) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm''s Registration No. 015125N)
Manjula Banerji
Place: Gurgaon (Partner)
Date: February 13, 2015 (Membership No. 086423)
