To the Members of Piramal Glass Limited
We have audited the accompanying financial statements of PIRAMAL GLASS LIMITED(the Company), which comprise the balance sheet as at 31st March 2014,and the statement of profit and loss and cash flow statement for the year then ended, anda summary of significant accounting policies and other explanatory information.
Managements responsibility for the financial statements
Management is responsible for the preparation of these financial statements that give atrue and fair view of the financial position, financial performance and cash flows of thecompany in accordance with the accounting principles generally accepted in India,including accounting standards referred to in sub-section (3C) of section 211 of theCompanies Act, 1956 ("the Act"). This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement. An audit involvesperforming procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditors judgment,including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the companys preparation and fairpresentation of the financial statements in order to design audit procedures that areappropriate in the circumstances but not for the purpose of expressing an opinion on theeffectiveness of the entitys internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by management, as well as evaluating the overall presentation of thefinancial statements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.
In our opinion and to the best of our information and according to the explanationsgiven to us, the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India: (a) in the case of the Balance Sheet, of the stateof affairs of the company as at 31st March 2014 (b) in the case of theStatement of Profit and Loss, of the profit for the year ended on that date, and (c) inthe case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditors Report) Order, 2003 ("theOrder") issued by the Central Government of India in terms of sub-section (4A) ofsection 227 of the Act, we give in the Annexure a statement on the matters specified inparagraphs 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 ourknowledge 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 thecompany so far as appears from our examination of those books.
(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt withby this report are in agreement with the books of account.
(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash FlowStatement comply with the accounting standards referred to in sub-section (3C) of section211 of the Companies Act, 1956.
(e) on the basis of written representations received from the directors as on 31stMarch 2014, and taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March 2014, from being appointed as a director in termsof clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
| ||For HARIBHAKTI & CO., |
| ||Chartered Accountants |
| ||Firm Reg. No. 118013W |
| ||HITESH J. DESAI |
|Place: Mumbai ||Partner |
|Date: 15th May, 2014 ||M. No. 37569 |
Annexure To Auditors Report
ANNEXURE REFERRED TO IN PARAGRAPH (3) OF REPORT ON FINANCIAL STATEMENTS OF EVEN DATE TOTHE MEMBERS OF PIRAMAL GLASS LIMITED ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31STMARCH 2014.
i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of its fixed assets.
(b) The fixed assets of the Company in its possession, are physically verified by themanagement according to a phased programme designed to cover all the items over a periodof three years, which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the programme a portion of the fixedassets have been verified by the management during the year and no material discrepanciesbetween the book records and the physical inventory has been noticed. Confirmations havebeen received in respect of fixed assets lying with third parties.
(c) In our opinion and according to the information and explanations, the fixed assetsdisposed off during the year were not substantial and therefore do not affect the goingconcern assumption.
ii. (a) The inventory (excluding stocks with third parties and materials in transit)has been physically verified by the management during the year. In respect of stocks lyingwith third parties, these have been substantially confirmed by them. In our opinion thefrequency of verification is reasonable.
(b) In our opinion, and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and nature of its business.
(c) On the basis of our examination of the inventory records, in our opinion andaccording to the information and explanations given to us, the Company is maintainingproper records of its inventories. The discrepancies noticed on physical verification ofinventory as compared to the book records were not material and the same have beenproperly dealt with in the books of account.
iii. (a) In our opinion and according to the information and explanations given to us,the Company has not granted any loans secured or unsecured to companies, firms or otherparties covered in the register maintained under section 301 of the Companies Act, 1956.Accordingly sub-clauses (b), (c) and (d) of clause 4 (iii) of the Order are not applicableto the Company.
(b) In our opinion and according to the information and explanations given to us, theCompany has not taken any loans secured or unsecured from companies, firms or otherparties covered in the register maintained under section 301 of the Companies Act, 1956.Accordingly sub-clause (f) and (g) of clause 4 (iii) of the Order are not applicable tothe Company.
iv. In our opinion and according to the information and explanations given to us,having regard to the explanation that certain items purchased/sold are of special naturefor which suitable alternative sources do not exist for obtaining comparative quotation,there are adequate internal control system commensurate with the size of the Company andnature of its business with regard to purchase of inventory and fixed assets and for thesale of goods and services. Further, on the basis of our examination of the books andrecords of the Company, and according to the information and explanations given to us, wehave neither come across nor have been informed of any continuing failure to correct majorweaknesses in the aforesaid internal control system. v. In respect of transactions enteredin the register maintained in pursuance of section 301 of the Act: (a) To the best of ourknowledge and belief and according to the information and explanations given to us,particulars of contracts or arrangements referred to in section 301 of the Act have beenentered in the register required to be maintained under that section. (b) In our opinionand according to the information and explanations given to us, having regard to the factthat certain items purchased / sold and service rendered / received are of special natureand suitable alternative, sources do not exist for obtaining comparative quotations, thetransactions made in pursuance of such contracts or arrangements and exceeding the valueof Rs. 5 Lacs in respect of any party, during the year, have been made at price which arereasonable having regard to the prevailing market prices at relevant time or the prices atwhich the transactions for similar goods have been made with other parties. vi. In ouropinion and according to the information and explanations given to us, the Company has notaccepted any deposits within the meaning of Section 58A, 58AA or any other relevantprovisions the Companies Act, 1956 and the rules framed there under.
vii. In our opinion, the Company has an internal audit system commensurate with thesize and nature of its business.
viii. We have broadly reviewed the books of account maintained by the company pursuantto the Rules made by the Central Government for the maintenance of cost records undersection 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, theprescribed accounts and records have been made and maintained.
ix. According to the information and explanations given to us and the records of theCompany examined by us in respect of statutory and other dues: (a) The Company isgenerally 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, Custom Duty, Excise Duty, Cess and other statutory dues with theappropriate authorities in India. According to the information and explanations given tous, there are no undisputed amount payable in respect of such statutory dues which haveremained outstanding as at 31st March 2014 for a period more than six months from the datethey became payable.
(b) Disputed Income Tax liability of Rs. 7.25 million and Excise duty of Rs. 10.30million has not been deposited since the matters are pending with the relevant AppellateAuthorities.
x. The Company does not have any accumulated losses as at the end of the financialyear. The Company has not incurred cash losses during the current financial year and inthe immediately preceding financial year.
xi. According to the records of the Company examined by us and the information andexplanations given by the management, we are of the opinion that, the Company has notdefaulted in repayment of dues to financial institutions or banks as at the balance sheetdate.
xii. Based on our examination of documents and records and according to the informationand explanations given to us, we are of the opinion that the Company has not granted anyloans and/or advances on the basis of security by way of pledge of shares, debentures andother securities. xiii. In our opinion, the Company is not a chit fund or a nidhi/mutualbenefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are notapplicable to the Company.
xiv. In our opinion, the Company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of theorder are not applicable to the Company.
xv. The Company has given guarantees, for term loan and working capital facilitiesavailed by its Subsidiary Companies viz. Piramal Glass USA Inc. and Piramal Glass EuropeSARL. According to the information and explanation given to us we are of the opinion thatthe terms and conditions thereof are not prima facia prejudicial to the interest of theCompany.
xvi. According to the information and explanations given to us and to the best of theour knowledge and belief, term loans availed by the Company were, prima facie, applied bythe Company during the year for the purpose for which the loans were obtained, other thantemporary deployment pending applications.
xvii. According to the information and explanations given to us and on the overallexamination of the Balance Sheet of the Company and Cash Flow Statement we report that nofunds raised on short term basis have been used for long term investment of the Company.
xviii. The Company has not made during the year any preferential allotment of shares tothe parties and companies covered in the register maintained under section 301 ofCompanies Act, 1956.
xix. The Company has not issued any debentures during the year and hence the clauserelating to the creation of security or charge for debentures is not applicable to theCompany.
xx. The Company has not raised any money by public issue during the year.
xxi. During the course of our examination of books of account and records of theCompany, carried out in accordance with the generally accepted auditing practices in Indiaand according to information and explanation given to us, we have neither come across anyinstance of material fraud on or by the Company, noticed or reported during the year, norhave been informed of such cases by the management.
| ||For HARIBHAKTI & CO., |
| ||CHARTERED ACCOUNTANTS |
| ||Firm Reg. No. 118013W |
| ||HITESH J. DESAI |
|Place: Mumbai ||PARTNER |
|Date: 15th May, 2014 ||M. No. 37569 |