| 1. We have audited the accompanying financial statements of Bhoruka
Aluminium Limited (the Company), which comprise the Balance Sheet as at
March 31, 2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
2. 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) read with the General Circular 15/2013
dated 13lh September, 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013 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.
Auditor's Responsibility
3. 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 disclosures in the financial statements. The procedures
selected depend on the auditor's judgement, 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 accounting
policies used and the reasonableness of the accounting estimates made
by 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
4. 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 subject to unsecured interest free loan
given to companies amounting to Rs.25,30,52,948/- which is not
recoverable; (Please refer Notes No.21 to financial statements under
si.no.11)
(a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 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 of India 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.
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 purpose of our
audit;
b. In our opinion, proper books of account as required by law have
been kept by the Company so far as 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 Accounting Standards
notified under the Act read with the General Circular 15/2013 dated
13th September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013.
e. On the basis of the written representations received from the
directors as on March 31, 2014, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2014,
from being appointed as a director in terms of Section 274(1 )(g) of
the Act;
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.
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of available information.
b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
c) During the year the Company has disposed of substantial/major
portion of the assets by way of slump sale to YKK Holding Asia Pte Ltd.
Singapore on 30th May, 2013 in accordance with the approval granted by
the Shareholders pursuant to Section 293(1 )(a) of the Companies Act,
1956 through Postal Ballot.
d) The slump sale consideration is Rs.98,35,81,230 after payment of
consultancy fees and other expenses. After transfer of the assets and
certain liabilities including employees to Bhoruka Facades Private
Limited an Indian Subsidiary of YKK Holding Asia Pte Ltd. Singapore,
the slump sale (Capital Gain) comes to Rs.43,48,36,204/= subject to
carry forward loss of Depreciation of Rs. 18,89,23,097 and loss of the
current year Rs.6,69,61,479.
e) In our opinion there was an accumulated loss of Rs.34,47,61,629/= at
the end of the financial year and has not incurred cash loss in the
current year and the cash loss immediately preceding the financial year
was Rs.6,96,71,449/= i.e. 31st March, 2013 (6 months period).
2. In respect of its inventories:
a) The inventories have been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable, however as at the end of financial year 31st March, 2014,
inventories are Nil since the same has been transferred at the time of
slump sale;
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 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 inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventories as compared to the book records;
3. In respect of the loans, secured or unsecured, granted or taken by
the Company to / from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
a) the Company has granted interest free loans to three companies in
the previous years, all the above companies are covered in the register
maintained under section 301 of the Companies Act, 1956 and the
outstanding balance at the end of the financial year was Rs.
16,00,42,040. There are no stipulation as to the dates for the
repayment of the loan;
b) the Company has given an interest free loan of Rs. 6,42,772 to its
wholly owned subsidiary Bhoruka Aluminium FZE UAE during the year under
review and the outstanding balance at the end of the financial year was
Rs.4,16,67,054/=.
c) In our opinion, the rate of interest and other terms and condition
to the loan given to the Companies (as per a) are prima facie,
prejudicial to the interest of the Company;
d) the Company has not taken any loans, secured or unsecured from
Companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956; Consequently, the
requirements of Clause (iii) (f) and (iii) (g) of paragraph 4 of the
Order are not applicable.
4. 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. Further, we have not come across any major weakness in the
internal control system nor we have been informed of any such instance.
5. In respect of transactions covered under Section 301 of the
Companies Act, 1956:
a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered into the register
maintained under section 301 have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions with parties exceeding the value of
Rupees five lakh each entered into during the financial year, are at
prices which are reasonable having regard to the prevailing market
prices at the relevant time.
6. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1 )(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
7. According to the information and explanations given to us in
respect of statutory dues:
a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Employees' State Insurance, Sales Tax,
Service Tax, Customs Duty, Excise Duty, Cess and other material
statutory dues applicable to it with the appropriate authorities except
Income Tax dues amounting to Rs.4,47,04,172 during the year under
review.
b) Details of dues of Service Tax and Excise duty which have not been
deposited as on 31st March, 2014 on account of disputes are given
below:
Name of Nature of the Appeal No. Forum where
statute disputes dispute pending
Service Tax Service Tax 632/2009 Central
(Finance Act, Excise &
1994) Service Tax
401/2011 Appellate Tribunal
Central Duty SEZ 25944/2013 Central
Excise Act, Excise &
1944 Service Tax
E-136/2009 Appellate Tribunal
Name of the Statute Period to Amount Rs.
which the
amount relates
Service Tax (Finance Act, 1994 May 2006 to 1,34,657
March 2007
May 2006 to 1,95,186
March 2007
Central Excise Act, 1944 July 2008 to 1,13,54,141
December
2008 July 2007 to 2,39,90,442
June2008
8. In our opinion and based on the information furnished to us, the
Company is not a Sick Industrial Company.
9. According to the information and explanations given to us, the
Company has not accepted any deposit from the public covered under
Section 58A and 58AA of the Companies Act, 1956 and the rules framed
thereunder except from shareholders during previous years.
10. Based on our audit procedures and according to the information and
explanation given by the Management, we are of the opinion that the
Company has repaid a sum of Rs.85 Crore out of Rs.92.60 Crore after
waiving of interest portion to the Secured Lenders leaving a balance of
Rs.7.60 crore to be paid within two years with a moratorium of one year
with simple interest is secured by the personal guarantee of the
promoters and company's assets.
11. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities/investments.
12. According to the information and explanations given to us and on
an overall examination of the Balance Sheet and the Cash Flow Statement
of the Company, for the financial year ended March 31,2014, we report
that no funds raised on short-term basis have been used for long-term
investment by the Company.
13. The Company has not obtained any term loan during the financial
year ended under audit.
14. The Company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the Para 4 (xiii) of the Companies (Auditor's
Report) Order, 2003 (as amended) is not applicable to the Company.
15. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.
16. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
17. The Company has not raised any monies by way of public issue
during the year.
18. The Company is not dealing in or trading in Shares, securities,
debentures or mutual funds and other investments. Accordingly, the
provisions of Clause 4 (xiii) of the Companies (Auditor's Report)
Order, 2003 and Companies (Auditor's Report) (Amendment) Order 2004 are
not applicable to the Company.
19. The Company has not issued any debentures during the year.
20. The Company has given gurantee for loans taken by one of its
associate company Bhoruka Fabcons Private Limited during the previous
years and the extent of guarantee amount outstanding is Rs.21 lakh.
21. Based on the audit procedures performed and as per the information
and explanations given to us by the management, we report that no fraud
on or by the Company has been noticed or reported during the course of
our audit.
For R.S. Agarwala & Co.,
Firm Reg No-00049S
Chartered Accountants
M. Gandhi
Place: Mysore Partner
Date: 29,th May, 2014 Membership No. 22958 |