AUDITORS
To
The Board of Directors of Bombay Gas Company Limited
1. We have audited the attached Balance Sheet of Bombay Gas Company Ltd. (the
Company) as at March 31, 2014, Statement of Profit and Loss and also Cash Flow Statement
for the year ended on that date annexed thereto and issued our audit opinion dated 5th
September, 2014. These financial statements are the responsibility of the Companys
management. Our responsibility was to express an opinion on these financial statements
based on our audit. Our audit was conducted in the manner specified in paragraph 2 of the
audit report.
2. As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank)
Directions, 2008, issued by the Reserve Bank of India (the Bank) and amended from time
to time (the Directions), based on our audit referred to in paragraph 1 above and based
on the information and explanations given to us which to the best of our knowledge and
belief were necessary for this purpose, we report hereunder on the matters specified in
paragraphs 3 of the Directions:
a. The Company is engaged in the business of a Non-Banking Financial Institution
(NBFI) as defined in section 45-l(a) of the Reserve Bank of India Act, 1934 (the Act)
during the year ended March 31, 2014 and it has obtained Certificate of Registration No.
N-13.00668 dated April 20th, 1998 from Reserve Bank of India;
b. Based on the asset/income pattern as on March 31, 2014 determined by the Management
in accordance with the audited financial statements for the year ended as on that date,
and with reference to paragraph 15 of the Non-Banking Financial (Non-Deposit Accepting or
Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, we report that the
income of the Company from financial assets is more than 50% of its gross income and its
Financial assets are more than 50% of Total Assets; However, the Company continues to be
registered as Non-Banking Financial Company.
c. The Board of Directors in their meeting held on June 28th, 2013 has passed a
resolution for non- acceptance of any public deposits without prior approval of Reserve
Bank of India in writing;
d. The Company has not accepted any public deposits during the year ended March
31,2014;
e. The clause 3 (C) (iv) (a) and (b) of the directions are not applicable, as the asset
size of the Company is less than Rs 100 crores and hence not commented upon.
f. The Company is classified as Investment Company with reference to the business
carried on by it during the year. (Refer para 2 (b) above).
3. This report is issued solely for reporting on the matters specified in paragraphs 3
of the Directions, to the Board of Directors and is not to be used or distributed for any
other purpose.
|
For LODHA & CO. |
|
Chartered Accountants |
|
Firm Registration No.301051E |
|
A.M. HARIHARAN |
| Place : Mumbai |
Partner |
| Date : 5th September, 2014. |
Membership No.38323 |
INDEPENDENT AUDITORS REPORT
To
The Members of Bombay Gas Company Limited
1. Report on the Financial Statements
We have audited the accompanying financial statements of Bombay Gas Company Limited
("the Company"), which comprise the Balance Sheet as at March 31, 2014, the
Statement of Profit and Loss and Cash Flow Statement of the Company for the year then
ended, and a summary of the significant accounting policies and other explanatory
information.
2. Managements Responsibility for the Financial Statements
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 ("the Act"), read
with the General Circular 15/2013 dated September 13th, 2013 of the Mainistry 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
the 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
the 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 the 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 the 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.
4. Basis for Qualified Opinion
(a) The Company is accounting certain liability for employee benefits on cash basis,
the impact where of on the loss for the year, assets and liabilities as at the year end
has not been ascertained. (Refer Note no. 1.1 of Notes to financial Statement)
(b) The Company has paid remuneration to the Managing Director in excess of the limits
prescribed in Schedule XIII by Rs 1,160,317/-As explained, the Company is initiating the
process of applying to Central Government for regularizing the same.
5. Qualified Opinion
In our opinion and to the best of our information and according to the explanations
given to us, except for the effects of matters described in the Basis of 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, 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.
6. Emphasis of Matter
Without qualifying our opinion, we draw your attention to note no. 26. regarding
Interest free Long term loans and advances and trade receivable aggregating of Rs.
95,152,481 (Previous Year Rs. 52,272,713) due from subsidiaries. The management is of the
opinion that the project has just commenced and its execution is in full swing and on its
implementation would result in substantial revenuse to the subsidiaries. Accordingly, as
explained, the amount advanced will be recovered in due coures of time.
7. 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 purposes of our audit;
(b) subject to what is stated in para 4 (a) and (b) above, 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 and Cash Flow Statement dealt
with by this Report are in agreement with the books of account;
(d) Subject to what is stated in para 4 (a) above, in our opinion, the Balance sheet,
Statment 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
31,2014 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 LODHA & COMPANY |
|
Chartered Accountants |
|
Firm Registration No: 301051E |
|
A. M. Hariharan |
| Place: Mumbai |
Partner |
| Date: 5th September, 2014. |
Membership No. 38323 |
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2014 OF BOMBAY GAS COMPANY LIMITED
On the basis of such checks as we considered appropriate and according to the
information and explanations given to us during the course of our audit, we state that:
1. a) The Company is in the process of updating the fixed asset register including for
particulars of quantative details and situation of fixed assets.
b) As explained to us, the assets except Mains have been physically verified by the
management at reasonable intervals in accordance with the phased programme of verification
which, in our opinion, is reasonable considering the size of the Company and nature of its
business. We are unable to comment on discrepancies if any, since the fixed asset register
is not updated.
c) No substantial part of the fixed assets has been disposed off during the year.
2. The Company does not hold any inventory. Hence, paragraph 4 (ii) of the Order, is
not applicable.
3. a) The Company has granted loans to two subsidiary companies and an associate
covered in the register maintained under Section 301 of the Act. The amount involved
during the year was Rs. 59,700,000 (including Rs 17,600,000 being interest free to
a subsidiary) and the year end balance of loans granted to such parties was Rs 130,634,497
(including Rs. 66,434,497 being interest free loan to a subsidiary).
b) In our opinion and according to the information and explanations given to us, the
terms and conditions of the aforesaid loan given are prima facie, not prejudicial to the
interest of the Company.
c) The parties have repaid the principal amounts as stipulated and have also been
regular in the payment of interest wherever applicable to the Company.
d) There is no overdue amount of loans granted to companies, firms or other parties
listed • in the register maintained under section 301 of the Companies Act., 1956.
e) The Company has not taken any loan from acompany covered in the register maintained
under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations given to us, there
exists an adequate internal control system subject to what is stated in para 7 below,
commensurate with the size of the Company and the nature of its business with regard to
purchase of inventory, fixed assets and with regard to the sale of services. During the
course of our audit, we have not observed any continuing failure to correct weakness in
internal control system of the company.
5. a) According to the information and explanations given to us, we are of the opinion
that the particulars of contracts or arrangements referred to in Section 301 of the Act
have been entered in the register required to be maintained under that Section, b) In our
opinion, having regard to our comments in para 4 above and according to the information
and explanations given to us, the transactions made in pursuance of such contracts or
arrangements aggregating during the year to Rs. 5,00,000 or more in respect of each party
have been made at prices which are reasonable having regard to prevailing market prices at
the relevant time wherever such market prices are available.
6. During the year, no deposit within the meaning of directives issued by RBI (Reserve
Bank of India) and Sections 58A and 58AA or any other relevant provisions of the Act and
Rules framed thereunder have been accepted by the Company.
7. The Company does not have an internal audit system.
8. The Central Government of India has not prescribed the maintenance of cost records
under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of
the company.
9. a) The Company is generally regular in depositing statutory dues including Income
Tax, Wealth Tax, Service Tax, Provident Fund, Cess and other material statutory dues
applicable to the Company with the appropriate authorities. No amounts payable in respect
of the aforesaid statutory dues were outstanding as at the last day of the financial year
for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us there are no dues towards
in respect of lncome tax / Wealth tax / Service tax /Provident Fund/ Cess which have not
been deposited on account of dispute except for the following:
| Name of the statute |
Nature of dues |
Amount (Rs.) |
Period to which the amount relates |
Forum where dispute is pending |
| The Income |
|
45,32,960 |
AY 2003-2004 |
High Court |
| Tax Act, 1961 |
Income Tax |
49,10,929 |
AY 2004-2005 |
|
|
|
15,61,667 |
AY 2009-10 |
ITAT |
|
|
3,26,603 |
AY 2010-11 |
|
|
|
1,69,27,174 |
AY 2011-12 |
CIT(Appeals) |
10. The Company has no accumulated losses as at 31 st March, 2014 and it has not
incurred any cash losses in the financial year ended on that date or in the immediately
preceding financial year.
11. The Company has no borrowing from banks/financial institutions and has not issued
any debentures. Accordingly, the provisions of clause 4(xi) of the Order are not
applicable to the Company.
12. The Company has not granted any loans and advances on the basis of security by way
of pledge of shares, debentures and other securities. Accordingly.the provisions of clause
4 (xii) of the Order are not applicable to the Company.
13. The Company is not a chit fund or a nidhi mutual benefit fund/society. Accordingly,
the provisions of clause 4(xiii) of the Order are not applicable to the Company.
14. In respect of dealing/trading in shares, securities, debentures and other
investments, in our opinion and according to the information and explanations given to us,
proper records have been maintained of the transactions and contracts and timely entries
have been made therein. The shares, securities, debentures and other investments have been
held by the Company, in its own name, except that as disclosed in note no. 8 forming part
of the financial statements.
15. According to the information and explanations given to us, the Company has not
given any guarantee for loans taken by others from banks and financial institutions.
16. The Company has not obtained any term loans.
17. No short term funds have been raised by the Company. Accordingly, the provisions of
clause 4 (xvii) of the Order are not applicable to the Company.
18. 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.
19. The Company has not raised any debentures during the year or in the recent past.
20. The Company has not raised any money by way of public issue during the year or in
the recent past.
21. 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 not come across any
instance of fraud on or by the Company, noticed or reported during the year, nor have we
been informed of such case by the management.
|
For LODHA & CO. |
|
Chartered Accountants |
|
Firm Registration No.301051E |
|
A.M. HARIHARAN |
| Place: Mumbai |
Partner |
| Date :5th September, 2014 |
Membership No. 38323 |
+91-9892691696
