wartsila india ltd Auditors report


INDEPENDENT AUDITORS

To the Members of Modern Terry Towels Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Modern Terry Towels Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013 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.

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 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 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

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. 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 qualified audit opinion.

Basis for Qualified Opinion

(a) Dividend for the year in respect of cumulative redeemable preference shares amounting to Rs 184.50 lacs excluding Dividend Distribution Tax Payable thereon (Previous year Rs 184.50 lacs ) has not been provided due to accumulated losses. The total amount of Dividend not provided till 31st March 2013 amounts to Rs 3136.50 lacs. (Previous year Rs 2952.00 lacs) (Note No. 1.3). Had the Company provided for the Dividend on cumulative redeemable preference shares, Other Current Liabilities would have been higher and balance in Statement of Profit and Loss would have been lower by Rs 3136.50 lacs (Previous year Rs 2952.00 lacs). Profit for the year would have been lower by Rs 184.50 lacs (Previous year Rs 184.50 lacs). A similar qualification had been given in the previous years Auditors Report.

(b) Provision for interest on certain Secured and Unsecured Borrowings amounting to Rs 32.88 lacs (Previous year Rs 72.77 lacs) (Note No. 18.1) has not been made in accounts due to company expects waiver/relief under rehabilitation scheme submitted to BIFR, having its impact on increasing the Loss for the Year. The total amount of Interest not provided till 31st March 2013 amounts to Rs 567.59 lacs. (Previous year Rs 534.71 lacs) (Note No. 4.7 & 18.1). Had the Company provided for the Interest, Other Current Liabilities would have been higher and balance in Statement of Profit and Loss would have been lower by Rs 32.88 lacs (Previous year Rs 72.77 lacs) and Interest Expenses would have been higher and Loss for the Year a would have been lower by Rs 32.88 lacs (Previous Year Rs 72.77 lacs). A similar qualification had been given in the previous years Auditors Report.

(c) The accounts of the Company have been prepared on a going concern basis though the Board for Industrial and Financial Reconstruction (BIFR) has declared the company as a sick company. (Note No. 24).The Financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liability that may be necessary if the Company is unable to continue as a going concern. A similar qualification had been given in the previous years Auditors Report.

We further report that, without considering items mentioned at para (c) above, the effect of which could not be determined, had the observations made by us in para (a) and (b) above been considered, the loss for the year would have been Rs 298.55 lacs (as against the reported figure of Rs 265.67 Lacs), Other Current Liabilities would have been Rs. 5988.80 lacs (as against the reported figure of Rs 2284.71 lacs), and Debit balance of Reserves & Surplus would have been 7 12032,54 lacs (as against the reported figure of Rs 8328.45 lacs).

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Statement of Profit and Loss, of the loss 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

1. 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.

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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

(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 and with the returns received from branches not visited by us;

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement 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, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For J. T. SHAH & COMPANY
Chartered Accountants
(Firm Registration No. 109616W)
(J. T. SHAH)
Place : Ahmedabad Partner
Date : 28th June, 2013 (Membership No. 3983)

ANNEXURE TO THE AUDITORS REPORT

Referred para 1 of our Report on Other Legal and Regulatory Requirements for the year ended 31st March, 2013 to the members of Modern Terry Towels Limited.

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets other than Furniture and Fixtures for which detailed records are not maintained.

b. As per the information and explanations given to us, the fixed assets were physically verified by the management at reasonable intervals during the period in accordance with a programme of physical verification and no material discrepancies were noticed on such verification as compared to the available records.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2. In respect of its Inventories:

a. The inventory has been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

b. 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. On the basis of our examination of the records of inventory, we are of opinion that the 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. The Company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the register, maintained under section 301 of the Companies Act, 1956, and therefore the paragraphs 4(iii)(a), (b), (c) and (d) of The Companies (Auditors Report) Order, 2003 are not applicable.

b. The Company has taken loan from Companies and parties covered in the register maintained under section 301 of the Companies Act, 1956. There is one such party covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loan. The maximum amount involved during the year was Rs 2245.15 Lacs and the year end balance of loans taken from such party was Rs 2245.15 Lacs.

c. In our opinion and according to the information and explanation given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are prime facie not prejudicial to the interest of the Company.

d. . There are no stipulated terms of repayment of loans taken thereon by the company from the companies/firms/parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are pot 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 and fixed assets and for 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/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 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 registers maintained under section 301 in respect of any of the parties during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any fresh deposits during the period as per the information and explanations given to us, in respect of deposits accepted in earlier years, the compliance with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under are subject to the order passed by the Company Law Board on 17.04.2002 whereby the Company is required to-make repayment of deposits and payment of interest thereon in accordance with the revival scheme approved by the Board for Industrial and Financial Reconstruction (BIFR) under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985.

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

8. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. In respect of Statutory Dues:

a. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth-tax, Service Tax, custom duty, excise duty, cess and other statutory dues applicable to it except there were some delay in cases of P.F. and TDS.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty were outstanding, as at 31st March, 2013 for a period of more than six months from the date they became payable.

10. The accumulated losses of the Company as at 31st March, 2013 are more than fifty percent of its net worth. The Company has incurred cash losses during the financial period under review. However there was no cash loss during the immediately preceding financial year.

11. The Company has defaulted in repayment of installments of dues to Financial Institutions since 1997, amount overdue Rs 569.44 Lacs.

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 or other investments and hence, the requirements of para 4(xiv) are not applicable to the Company

15. The Company has given corporate guarantee to the Bank in respect of loans taken by group companies amounting to Rs 13352.83 lacs which is still subsisting. In view of the default in repayment and negative net worth of Borrowing Company, in our opinion the terms and conditions on which Company has given guarantee are prima facie prejudicial to the interest of the Company.

16. The Company has not taken any fresh term loan during the period under review.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investments.

18. During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. As per the information given to us, the company has created security in respect of debentures issued in earlier years.

20. During the period, the Company has not raised any money by way of Public issues.

21. Based upon the audit procedures performed and information and explanations given 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 J. T. SHAH & COMPANY
Chartered Accountants
(Firm Registration No. 109616W)
(J. T. SHAH)
Place : Ahmedabad Partner
Date : 28th June, 2013 (Membership No. 3983)