carrier airconditioning refrigeration ltd Auditors report


AUDITORS REPORT

To the Members of Carrier Air conditioning & Refrigeration limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Carrier Airconditioning & Refrigeration Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2014, and 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, which we have signed under reference to this report.

Managements Responsibility for the Financial Statements

2. The Companys 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 of India (the "Act"). 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

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 and other applicable authoritative pronouncements 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.

4. 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 auditors consider 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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 March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

(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 Act.

For Price Waterhouse & Co., Bangalore Firm Registration Number: 007567S Chartered Accountants

Amitesh Dutta

Partner

Membership Number 058507

Place: Gurgaon

Date: August 27, 2014

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 7 of the Independent Auditors Report of even date to the members of Carrier Air conditioning & Refrigeration Limited on the financial statements as of and for the year ended March 31,2014

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. (a) The inventory including certain stocks with third parties has been physically verified by the Management during the year. In respect of certain other inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) I n our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has not granted/taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanation that, except for certain items of inventory which are of proprietary nature for which suitable alternative sources do not exist, 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, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act.

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

viii. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the 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 and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, service tax, customs duty and excise duty as at March 31, 2014 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. 000) Amount deposited under protest (Rs. 000) Period to which the amount relates Forum where the dispute is pending
Income Tax Act
Income Tax Act, 1961 Various business expenditures disallowed 1,710 2001-02 Income Tax Appellate Tribunal
Income Tax Act, 1961 Demands raised by Income Tax Authorities 6,321 2007-08 Assistant Commissioner of Income Tax
Income Tax Act, 1961 Demands raised by Income Tax Authorities on account of transfer pricing adjustment and for leasehold improvements 42,382 12,715 2009-10 Income Tax Appellate Tribunal
Income Tax Act, 1961 Demands raised by Income Tax Authorities on account of transfer pricing adjustment and for Vehicle Purchase transaction 32,089 2010-11 Income Tax Dispute Resolution Panel
Sales Tax Act
Delhi Sales Tax Act, 1975 & Delhi Value Added Tax Act, 2008 Demands raised by Sales tax Authorities 15,614 4,941 1992-93 to 2008-09 Appellate Authority
Delhi Sales Tax Act, 1975 Demands raised by Sales tax Authorities 2,594 1,202 1997-98 Delhi Sales Tax Tribunal
Delhi Value Added Tax Act, 2004 Demands raised by Sales tax Authorities 11,896 - 2009-10 Appellate Authority
The Uttar Pradesh Value Added Tax Act, 2008 Demand raised by check post Authority at Bareilly 70 2008-09 Appellate Authority
The Uttar Pradesh Value Added Tax Act, 2008 Demand raised by Sales tax Authorities 4,230 1,291 2010-11 & 2013-14 Appellate Authority
Uttar Pradesh Trade Tax Act, 1948 Demand due to non-submission of sales tax forms, tax charged on repaired compressors ,WCT certificates etc. 36,579 6,917 1998-99 to 2002 -03 2005-06 to 2009-10 Appellate Authority
Madhya Pradesh Vanijyik Kar Adhiniyam, 1994 Demand due to sales tax charged on Silvassa / Daman billing 1,270 919 1999-00 Tribunal
Madhya Pradesh Vat Act, 2002 Demand raised by Sales tax Authorities on account of dispute in rate of tax 2,049 763 2007- 08 2008- 09 2009- 10 Tribunal & Appellate Authority
Madhya Pradesh Vat Act, 2002 Demand raised by Sales tax Authorities on account of dispute in rate of tax 1,550 388 2010-11 Appellate Authority
Rajasthan Sales Tax Act, 1994 Demands raised by Sales tax Authorities 548 107 274 465 2003-04 1998-99, 1989-90 1997- 98, 1998- 99 Appellate Authority Rajasthan High Court Rajasthan Tax Tribunal
Gujarat Sales Tax Act, 1969 Demands raised by Sales tax Authorities 5,837 3,506 1996-97 to 1998-99 Appellate Authority
Gujarat Sales Tax Act, 1969 Due to non submission of C forms and disallowance of Sec 5(2) sales and differential tax on copper. 2,519 469 2005-06 to 2008-09 Appellate Authority
Bombay Sales Tax Act, 1959 Demand due to Silvassa billing 2,021 1,200 1996- 97 to 1997- 98 Appellate Authority
Bombay Sales Tax Act, 1959 Demands due to non submission of declaration forms 90 2003-04 Appellate Authority
Maharashtra Value Added Tax Act, 2002 Demand due to VAT charged on Service Tax & Declarations pending 1,200 6,495 6,191 229 3,100 2005- 06 2006- 07 2008-09 Appellate Authority
Tamil Nadu General Sales Tax Act, 1959 Demands raised by Sales tax Authorities 6,165 1,916 1988- 89 1989- 90 2000-01 Appellate Authority
Tamil Nadu Value Added Tax Act, 2006 Demand by Puzhal Check Post Authority due to non acceptance of 5(2) transaction 2,266 2,266 2011- 12 2012- 13 Appellate Authority
Tamilnadu Value Added Tax Act, 2006 Demands raised by Sales tax Authorities 230 230 2012-13 Appellate Authority
Tamilnadu Value Added Tax Act, 2006 Demand by Roving Squad due to non acceptance of 5(2) Transaction 1,260 283 2013-14 Appellate Authority
Kerala General Sales Tax Act, 1963 Demands raised by Sales tax Authorities 153 249 70 75 1998-99 2005-06 Appellate Authority
Kerala General Sales Tax Act, 1963 Demands raised by Sales tax Authorities 295 - 2000-01 Tribunal
Kerala General Sales Tax Act, 1963 Demands raised by Sales tax Authorities 4,578 - 2002-03 Tribunal
Kerala General Sales Tax Act, 1963 Demands raised by Sales tax Authorities 3,429 - 2003-04 Tribunal
Kerala General Sales Tax Act, 1963 Demands raised by Sales tax Authorities 2,527 - 2004-05 Tribunal
Kerala Value Added Tax Act, 2003 Demands raised, by Sales tax Authorities 1,605 1,605 2012-13 Appellate Authority
Kerala Value Added Tax Act, 2003 Demand on account of detention of consignment at Cochin Checkpost 728 728 2013-14 Appellate Authority
Jharkhand Sales Tax Act Demand due to non submission of declaration forms etc. 327 1995- 96 1996- 97 1997- 98 Appellate Authority
Bihar Finance Act, 1981 Demand due to non submission of forms 2,740 67 2000- 01 2001- 02 Tribunal
Bihar Value Added Tax Act, 2005 Demands raised by Sales tax Authorities on account of enhancement of turnover 3,677 2007-08 Appellate Authority
Haryana General Sales Tax Act, 1973 Demands raised by Sales tax Authorities 3,163 3,163 1995- 96 1996- 97 1998-99 High Court
Haryana Value Added Tax, 2003 Demand due to non submission of declaration forms 5,402 2008-09 High Court
Haryana Value Added Tax, 2003 Demands raised by Sales tax Authorities 10,235 10,235 2012-13 Tribunal
Andhra Pradesh General Sales Tax Act, 1957 Demands raised by Sales tax Authorities 2,177 2002-03 To 2004-05 Appellate Authority
Andhra Pradesh General Sales Tax Act, 1957 Demands raised by Sales tax Authorities 11,685 6,336 2002-03 To 2004-05 Tribunal
Andhra Pradesh Value Added Tax Act, 2005 Demands raised by Sales tax Authorities 12,118 1,515 2005-06 To 2008-09 Appellate Authority
West Bengal Value Added Tax Act, 2003 Demands raised by Sales tax Authorities 1,202 - 2006- 07 2007- 08 Appellate Authority
Karnataka Sales Tax Act, 1957 Consignment detained at Tumkur Checkpost 489 489 2003-04 Tribunal
Central Sales Tax Act, 1956 and Goa, Daman and Diu (Sales Tax) Act, 1964 Demand due to non submission of sales tax forms and misuse of form C purchase 74,022 2002- 03 2003- 04 2004- 05 Appellate Authority
Central Excise Duty
Central Excise Act, 1944 Additional duty on goods / stock transferred from factory to depot 21,694 1998-2003 Customs, Excise and Service Tax Appellate Tribunal
Central Excise Act, 1944 Additional duty due to difference in MRP and transaction value for split air conditioners. 3,228 2000-01 Commissioner (Central Excise)
Central Excise Act, 1944 Demands raised by Excise Authorities for Mould & Dies supplied to Job worker without reversal of duty. 628 2001-02 High Court, Mumbai
Central Excise Act, 1944 Show Cause Notice for interest on Duty reversed on Input cleared as such 483 2002-07 Commissioner (Central Excise)
Central Excise Act, 1944 Demand for refund amount on Stock Transfer of non MRP goods from Factory to Branches 1,319 2006-07 Customs, Excise and Service Tax Appellate Tribunal
Central Excise Act, 1944 Demand on import of power pack and supply along with bus air conditioning systems, without payment of excise duty (clandestine removal) 2,640 1996-01 Commissioner Appeal (Central Excise), Bangalore
Customs Duty
Customs Act, 1962 Show Cause Notice for imposing redemption fine, confiscation, penalty etc 2,500 1998-00 Commissioner-Customs
Customs Act, 1962 Show Cause Notice for demanding additional duty on imported filters. 75 1999-00 Asst. Commissioner Customs
Service Tax
Finance Act, 1994 Show Cause Notice demanding Service tax on overseas commission income 208,364 2006-2010 Customs, Excise and Service Tax Appellate Tribunal
Finance Act, 1994 Show cause Notice demanding the Service tax on overseas commission income 56,507 2010-13 Commissioner (Central Excise & Service Tax)
Finance Act, 1994 Show Cause Notice for recovery of Cenvat credit taken on AMC Service, Booking Commission, Service Commission and Warranty Service 1,018,437 65,000 2005-2012 Customs, Excise and Service Tax Appellate Tribunal
Finance Act, 1994 Show Cause Notice for recovery of Cenvat credit taken on AMC Service, Booking Commission, Service Commission and Warranty Service 119,054 2012-2013 Commissioner (Central Excise & Service Tax)
Finance Act, 1994 Show Cause Notice for reversal of Service Tax credit taken on various input services 52,307 3,000 2006-2012 Customs, Excise and Service Tax Appellate Tribunal
Finance Act, 1994 Show Cause Notice for reversal of Service Tax credit taken on various input services 96 2013 Commissioner of Service Tax
Finance Act, 1994 Levy of service tax on exempted services of installation / commissioning 854 1997-02 Commissioner (Appeals)
Finance Act, 1994 Show Cause Notice for amount reimbursed for Storage and disallowance of service tax credit on bills 2,871 2008- 09 2009- 10 Commissioner of Service Tax

x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable 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 the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

xvii. The Company has not raised any funds on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. 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 instance 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 Price Waterhouse & Co.,

Bangalore

Firm Registration Number: 007567S

Chartered Accountants

Amitesh Dutta

Partner

Membership Number: 058507

Place: Gurgaon

Date: August 27, 2014