To the Members of Talbros Automotive Components Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Talbros Automotive ComponentsLimited ("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, anda summary of significant accounting policies and other explanatory information.
Management's 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 Standards notified under the Companies Act, 1956("the Act") read with the General Circular 15/2013 dated 13th September 2013 ofthe Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.This responsibility includes the design, implementation and maintenance of internalcontrol relevant to the preparation and presentation of the financial statements that givea true and fair view and are free from material misstatement, whether due to fraud orerror.
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 involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, 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 Company's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness ofthe company's internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made bymanagement, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 state of affairs of the Company as atMarch 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the profit for the year endedon that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order")issued by the Central Government of India in terms of sub-section (4A) of section 227 ofthe Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and5 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 and proper returns adequatefor the purposes of our audit have been received from branches not visited by us;
bb) The report on the accounts of the branch offices audited under section 228 by aperson other than the company's auditor has been forwarded to us as required by clause (c)of sub-section (3) of section 228 and have been dealt with in preparing our report in themanner considered necessary by us;
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 and with the returns receivedfrom branches not visited by us;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement comply with the Accounting Standards notified under the Companies Act, 1956 readwith the General Circular 15/2013 dated 13th September 2013 of the Ministry of CorporateAffairs 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 disqualifiedas on March 31, 2014, from being appointed as a director in terms of clause (g) ofsubsection (1) of section 274 of the Companies Act, 1956;
|For S. N. Dhawan & Co.|
|Firm Reg. No. 000050N|
|Place : New Delhi||Partner|
|Date : May 26, 2014||Membership No. 010577|
ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL ANDREGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF TALBROSAUTOMOTIVE COMPONENTS LIMITED FOR THE YEAR ENDED MARCH 31, 2014
i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) According to the information and explanations given to us, physical verification offixed assets is being conducted in a phased manner by the management under a programmedesigned to cover all the fixed assets over a period of three years, which, in ouropinion, is reasonable having regard to the size of the Company and the nature of itsassets. Discrepancies noticed on such verification were not material and have beenproperly dealt with in the books of account.
(c) According to the information and explanations given to us, the Company has notdisposed off a substantial part of its fixed assets during the year.
ii) (a) As explained to us, the inventories of finished goods, stores, spare parts andraw materials have been physically verified by the management at reasonable intervalsduring the year, except for materials lying with third parties for which certificatesconfirming stocks held by them have been obtained.
(b) In our opinion and according to 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) In our opinion and according to information and explanations given to us, theCompany has maintained proper records of its inventories. The discrepancies noticed onphysical verification of inventories as compared to book records were not material and thesame have been properly dealt with in the books of account.
iii) (a) The Company had granted inter corporate deposit to one party covered in theregister maintained under Section 301 of the Companies Act, 1956. The maximum amountinvolved during the year was Rs 90 lacs and the year-end balance of such deposit was RsNil.
(b) In our opinion and according to the information and explanations given to us, therate of interest and other terms and conditions for such inter corporate deposit were notprima facie prejudicial to the interest of the Company.
(c) In respect of inter corporate deposit granted, repayment of the principal amountwas as stipulated and payment of interest was regular.
(d) There is no overdue amount of interest and inter corporate deposit granted toaforesaid party.
(e) According to the information and explanations given to us, the Company has nottaken any loans from companies, firms or other parties covered in register maintainedunder Section 301 of the Companies Act, 1956. Therefore provisions of clause (iii) (f)& (g) of paragraph 4 of the Order are not applicable to the Company.
iv) In our opinion and according to the information and explanations given to us, thereexists an adequate internal control system commensurate with the size of the Company andthe nature of its business for the purchase of inventory, fixed assets and with regard tothe sale of goods and services. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in the aforesaid internal control system.
v) (a) According to the information and explanations given to us, we are of the opinionthat the particulars of all contracts or arrangements that need to be entered into theregister maintained under Section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of contracts or arrangements entered in the registermaintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupeesfive lacs in respect of any party during the year have been made at prices which arereasonable having regard to the prevailing market prices at the relevant time, except foritems stated to be of a specialized nature where no comparison is possible.
vi) In our opinion and according to the information and explanations given to us, theCompany has complied with the provisions of Section 58A and 58AA and other relevantprovisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 with regard to deposits accepted from the public. No order has been passed by theCompany Law Board or National Company Law Tribunal or Reserve Bank of India or any Courtor any other Tribunal on the Company in respect of the aforesaid deposits.
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. We have, however, not madea detailed examination of the records with a view to determine whether they are accurateor complete.
ix) (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund, investor education and protection fund,employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty,excise duty and other material statutory dues applicable to it.
(b) According to the information and explanations given to us, no undisputed amountspayable in respect of income-tax, sales-tax, wealth-tax, service tax, custom duty andexcise duty were in arrears, as at March 31, 2014 for a period of more than six monthsfrom the date they became payable.
(c) According to the information and explanations given to us, there are no dues ofprovident fund, investor education and protection fund, employees state insurance,income-tax, sales-tax, wealth-tax, service tax, custom duty and excise duty which have notbeen deposited on account of any dispute except for the following:
|Name of the Statute||Nature of the Dues||Period to which the amount relates||Amount (Rs )||Forum where dispute is pending|
|Central Excise Act, 1944||Classification of paper gasket||1998-2002||14,17,866||The Assistant Commissioner, Faridabad|
|Maharashtra VAT Act, 2005||Demand of VAT||2005-06 & 2008-09||4,97,936||Deputy Commissioner of Sales Tax, Pune|
|Employee State Insurance Act, 1948||ESI Demand||1995-99||8,01,587||Civil Judge, Gurgaon|
|Employee State Insurance Act, 1948||ESI Demand||2007-2009||33,27,524||Civil Judge, Gurgaon|
|Income Tax Act,1961||Income Tax Demand||2004-05||4,47,739||CIT - Appeal, Chandigarh, Camp, Gurgaon|
|Central excise Act, 1944||Cenvat Credit disallowed||2011-12||8,85,308||The Deputy Commissioner, Gurgaon|
|Central excise Act, 1944||Non filing of return||2010-11 to 2011-12||35,000||Superintendent Range - II, Faridabad|
|Haryana Value Added Tax Act, 2003||Input tax disallowed||2006-07||2,73,548||The Deputy Commissioner Gurgaon|
|Customs Act, 1962||Demand of custom duty||2013-14||2,70,425||The Deputy Commissioner of Customs, Delhi|
|Customs Act, 1962||Demand of custom duty||2013-14||5,26,457||The Deputy Commissioner of Customs, Delhi|
|Central excise Act, 1944||Cenvat Credit disallowed||August 2011 to October 2013||2,67,681||Superintendent Range - IVB, Chennai|
x) In our opinion, the Company has no accumulated losses as at March 31, 2014. TheCompany has not incurred any cash losses during the financial year covered by our audit orin the immediately preceding financial year.
xi) In our opinion and according to the information and explanations given to us, theCompany has not defaulted in repayment of dues to a financial institution, banks ordebenture holders.
xii) According to the information and explanations given to us, the Company has notgranted loans and advances on the basis of security by way of pledge of shares, debenturesand other securities.
xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are notapplicable to the Company.
xiv) In our opinion and according to the information and explanations given to us, theCompany is not dealing or trading in shares, securities, debentures and other investments.Therefore, the provisions of clause (xiv) of paragraph 4 of the Order are not applicableto the Company.
xv) According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from bank or financial institutions.
xvi) To the best of our knowledge and belief and according to the information andexplanations given to us, the term loans availed by the Company were applied for thepurposes for which they were obtained.
xvii) According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the Company, we report that the no funds raised onshort-term basis have been used for long term investment.
xviii)According to the information and explanations given to us, the Company has notmade any preferential allotment of shares to parties and companies covered in the registermaintained under Section 301 of the Companies Act, 1956.
xix) The Company has not issued any debentures during the year. Therefore, theprovisions of clause (xix) of paragraph 4 of the Order are not applicable to the Company.
xx) The Company has not raised any money by way of public issue during the year underreview.
xxi) To the best of our knowledge and belief and according to the information andexplanations given to us, no fraud on or by the Company has been noticed or reportedduring the course of our audit.
|For S. N. Dhawan & Co.|
|Firm Reg. No. 000050N|
|Membership No. 010577|
|Place : New Delhi|
|Dated: May 26, 2014|
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Naresh Talwar , Chairman
Umesh Talwar , Vice Chairman & M.D.
Varun Talwar , Joint Managing Director
ANIL KUMAR MEHRA , Director
Company Head Office / Quarters:
14/1 Delhi Mathura Road,
Phone : Haryana-91-129-4294182/2275434/54355436 / Haryana-
Fax : Haryana-91-129-2277240/2272263 / Haryana-
E-mail : firstname.lastname@example.org
Web : http://www.talbros.com
Karvy Computershare Pvt Ltd
46,Avenue 4,Street No 1,Banjara Hills,Hyderabad - 500034