To the Members of Cox and Kings Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Cox and Kings Limited(“the Company”), which comprise the Balance Sheet as at March 31, 2015, and theStatement of Profit and Loss and Cash Flow Statement for the year then ended, and asummary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the company in accordance with theaccounting principles generally accepted in India, including the Accounting Standardsspecified under section 133 of the Act, read with rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provision of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofthe appropriate accounting policies; making judgements and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and fair presentation of the financialstatements that give a true and fair view and are free from material misstatement, whetherdue to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgement, including the assessment of the risks of material misstatementof the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to theCompany’s preparation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on whether the Company has in place an adequateinternal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.


In our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31stMarch, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015(“theOrder”), issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act , we give in the Annexure a statement on the matters specified inparagraphs 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 bestof 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 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 aforesaid financial statements comply with the accountingstandards specified under section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on 31stMarch, 2015 taken on record by the Board of Directors, none of the directors isdisqualified as on March 31, 2015, from being appointed as a director in terms of section164(2) of the Act.

f. With respect to the other matters to be included in the Auditor’s Report inaccordance with Rules 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinionand 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 financialposition in its financial statements – Refer Note 35(II) to the financial statements.

ii. The Company did not have any long term contracts including derivative contractsthat require provision under any law or accounting standards for which there were anymaterial foreseeable losses.

iii. There were no amounts which are required to be transferred to the InvestorEducation and Protection Fund by the Company during the year.

For Chaturvedi & Shah
Chartered Accountants
Firm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 15, 2015 Membership No. 103141

Annexure referred to the Auditors’ Report

Annexure referred to in paragraph 1 under the heading Report on other legal andregulatory requirements of our report of even date

i) In respect of its Fixed Assets :

a. The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets on the basis of available information.

b. The fixed assets have been physically verified by the management as per a phasedperiodic manner, which in our opinion is reasonable, having regard to the size of theCompany and nature of its assets. No material discrepancies were noticed on such physicalverification.

ii) In respect of its Inventories:

a. The inventories have been physically verified during the year by the management. Inour opinion, the frequency 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 the nature of itsbusiness.

c. The Company has maintained proper records of inventories. As explained to us, therewere no material discrepancies noticed on physical verification of inventories as comparedto the book records.

iii) The Company has granted unsecured loan to company covered in the registermaintained under Section 189 of the Act. The receipt of principal amount and interestthereon is regular.

iv) In our opinion and according to the information and explanations given to us, theis an adequate internal control system commensurate with the size of the Company andnature of its business for the purchases of Inventory, fixed assets and for the sale ofservices. During the course of our audit, we have not observed any continuing failure tocorrect major weaknesses in such internal control system.

v) According to the information and explanations given to us, the Company has notaccepted any deposits within the meaning of provisions of sections 73 to 76 or any otherrelevant provisions of the Act and the rules framed thereunder. Therefore, the provisionsof Clause (v) of paragraph 3 of the Order are not applicable to the Company.

vi) To the best of our knowledge and according to information and explanation providedto us, the Central Government has not prescribed the maintenance of cost records under subsection (1) of Section 148 of the Act.

vii) In respect of Statutory dues :

a. According to the records of the Company, except for some instances of delay inpayment of Service tax and TDS, undisputed statutory dues including Provident Fund,Employees’ State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Duty of Customs, Dutyof Excise, Value Added Tax, Cess and any other statutory dues, as applicable, have been generallyregularly deposited with appropriate authorities. According to the information andexplanations given to us, no undisputed amounts payable in respect of the aforesaid dueswere outstanding as at March 31, 2015 for a period of more than six months from the dateof becoming payable.

b. As at 31st March, 2015 according to the records of the Company and the informationand explanations given to us disputed dues on account of Income Tax, Sales Tax, ServiceTax, Excise Duty, Custom Duty, Value added Tax or Cess (as applicable) that have not beendeposited before appropriate authorities are as under:-

Name of the Statute Nature of Dues Financial Year Rs. in Lacs Forum where the dispute is pending
Income Tax Act, 1961 Income 2006-07 24 Commissioner Income Tax (Appeal)
Tax/Penalties 2007-08 41 Commissioner Income Tax (Appeal)
2009-10 202 Income Tax Appellate Tribunal
2010-11 137 Income Tax Appellate Tribunal
Finance Act, 1994 Service Tax 2005 to 2010 9541 Central Excise & Service Tax Appellate Tribunal
2010-11 3366
TOTAL 13,312

c. There were no amounts which are required to be transferred to the Investor Educationand Protection Fund by the Company, in accordance with the provisions of the CompaniesAct, 1956 and rules made there under, during the year.

viii) The Company does not have any accumulated losses at the end of the financial yearand has not incurred any cash losses in the current and immediately preceding financialyear

ix) Based on our audit procedures and according to the information and explanationsgiven to us, we are of the opinion that the Company has not defaulted in repayment of duesto financial institutions, banks or debenture holders.

x) In our opinion and according to the information and explanations given to us, theCompany has given the guarantees for loans taken by its wholly owned subsidiaries frombank and/or financial institutions. In our opinion and according to information andexplanations given to us, the terms and conditions thereof, are not prejudicial to theinterest of the company.

xi) In our opinion and according to the information and explanations given to us, termloan taken during the year have been applied for the purpose for which they were obtained.

xii) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsprovided by the management, we report that no fraud on or by the Company has been noticedor reported during the course of our audit.

For Chaturvedi & Shah
Chartered Accountants
Firm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 15, 2015 Membership No. 103141