arraycom india ltd Auditors report


INDEPENDENT AUDITORS

The Members of

ARRAYCOM (INDIA) LIMITED

Gandhinagar, Gujarat

1. Report on the Financial Statements

We have audited the accompanying financial statements of ARRAYCOM (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss for the year then ended (herein after referred to as financial statements), and a summary of significant accounting policies and other explanatory information.

2. Managements Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("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. 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.

3. 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 disclosures in the financial statements. The procedures selected depend on the auditors 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 Companys 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 entitys 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

i In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; and

ii In the case of the Statement of Profit and Loss, of the profit for the year ended on that date;

5. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditors Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

ii. 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 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 written representations received from the directors as on March 31, 2014, and 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For, J. T. Shah & Co.
Chartered Accountants,
[FR No. 109616W]
[J. J. Shah]
Place: Ahmedabad Partner
Date : 25.08.2014 [M. No.45669]

ANNEXURE TO THE AUDITORS REPORT

Referred to in Para 5 (i) of our Report on Other Legal and Regulatory Requirements of even date for the year ended 31st March 2014.

1 In respect of 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 per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a program of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification as compared to the available records.

c. In our opinion, the Company has not disposed off any major / substantial part of the fixed assets during the year and the going concern status of the Company is not affected.

2 In respect of its Inventories:

a. As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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 the nature of its business.

c. In our opinion, and according to the information and explanation given to us, Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

3 In respect of 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. During the year under audit, the Company has granted loans to one such party covered in the register maintained under section 301 of the Companies Act, 1956 and maximum balance involved during the year under audit is Rs. 1.25 lacs and closing balance at the year end was Rs. 1.25 lacs.

b. The Company has granted interest free loans hence we are not able to give comment on Para 4 (iii) (b) of the Companies (Auditors Report) Order, 2003.

c. There are no stipulated terms of repayment and other terms of loans given to the companies/firms/ parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are not able to give comment on Para 4 (iii) (c) & (d) of the Companies (Auditors Report) Order, 2003.

d. During the year under audit, the Company has taken loan from one party covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs.209.84 lacs and closing balance at the year end was Rs.124.69 lacs.

e. The Company has taken interest bearing unsecured loan. The terms and conditions, in our opinion and according to the information and explanation given to us, are prima facie not prejudicial to the interests of Company.

f. There are no stipulated terms of repayment and other terms of loan taken by the companies/firms/ parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are not able to give comment on Para 4 (iii) (g) of the Companies (Auditors Report) Order, 2003.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5 In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements 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 made in pursuance of contracts or arrangements entered in the register maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6 In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

7 In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8 As informed to us, the maintenance of cost records are not prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 for the year under review.

9 In respect of Statutory Dues:

a. According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it with the appropriate authorities except there was delay in few cases towards payment of TDS, VAT & CST, PF, professional tax and service tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, custom duty and excise duty were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable.

c. According to the records of the Company, there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty, cess which have not been deposited on account of any disputes other than income tax dues of Rs. 5.66 lacs pertaining to the A.Y. 2012-13 for which rectification application u/s 154 of the Income Tax Act, 1961 has been filed with the Office of ACIT, Mumbai.

10 The Company does not have the accumulated losses at the end of the financial year. The Company has not incurred any cash losses in the financial year covered by audit and in the immediately preceding financial year.

11 Based on our audit procedure and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to its Bankers except temporary delays of 25 days in repayment of term loan installment of Rs. 85 lacs and 14 days delay in discharge of suppliers credit dues under LC aggregating to Rs. 404.31 lacs which have been paid since.

12 Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The provisions of any special statute applicable to chit fund, nidhi or mutual benefit fund / societies are not applicable to the Company.

14 The Company is not dealing or trading in shares, securities, debentures and other investments and hence clause 4(xiv) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

15 In our opinion, and according to the information and explanations given to us, the Company has given guarantee for loans taken by other body corporate from financial institution. In view of the present financial standing of the other party who has borrowed, in our opinion the terms and conditions on which the guarantee is given are prima facie prejudicial to the interest of the Company.

16 The Company has utilized the term Loan for the purpose for which it was obtained.

17 On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, no funds raised on a short term basis have been used for long term purposes.

18 In our opinion, and according to the information and explanations given to us, 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.

19 The Company has not issued any debentures and therefore the question of creating the securities in respect thereof does not arise.

20 During the year, the Company has not raised any money by way of public issue.

21 Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For, J. T. Shah & Co.
Chartered Accountants,
[FR No. 109616W]
[S. J. Shah]
Place: Ahmedabad Partner
Date : 25.08.2014 [M. No.45669]