To the Members of M/s. JYOTI OVERSEAS LTD.
Report on the Financial Statements
We have audited the accompanying financial statements of M/s. JYOTI OVERSEAS LTD. (the
Company) which comprise the Balance Sheet as at 31st March, 2016, the
Statement of Profit and Loss and Cash Flow Statements for the year then ended, and a
summary of the significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 ("the Act") with respect to 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
principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, 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
Our responsibility is to express an opinion on these financial statements based on our
audit. We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. 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 Companys 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 audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid 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, of the state of affairs of the Company as at 31
March 2016 and its loss and its cash flows for the year ended on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements :
a) Note 18.16 to the financial statement which, describes the uncertainty related to
the outcome of the lawsuit filled against company by Secured Lenders viz, Asset
Reconstruction Company (India) Limited (ARCIL) and Ederweiss Assest Reconstruction Company
Limited. And attachments of Fixed Assets by the commercial tax department under the
Provision of M.P. Land Revenue Code 1959 for recovery of their dues.
b) Note 18.17 in the financial statement which indicates that the company has
accumulated losses and its net worth has been fully eroded, the Company has incurred a net
loss during the current and previous years and, the Companys current liabilities exceeded
its current assets as at the Balance Sheet date. These conditions, along with other
matters set forth in Note 18.18 , indicate the existence of a material uncertainty that
may cast significant doubt about the companys ability to continue as a going concern.
However, the financial statements of the Company have been prepared on a going concern
basis for the reason stated in the said Note.
c) Note no. 18.14 regarding non availability of balance confirmation certificate from
some of the Creditors and Loans & Advances; effect is not ascertainable.
d) Note no. 18.18 Regarding impairment of Assets. The effect is not ascertainable.
e) Note no. 18.16 for non provision of Interest on Term Loans taken by the Company from
Financial Institutions of Rs. 322.98 Lacs for the Year and total amount not provided for
till the date of Balance Sheet Rs. 5960.92 Lacs.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016 ("the
Order")as ammeded, issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent
applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought & obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of accounts as required by law have been kept by the
Company so far as it appears from our examination of those books.
c) The Balance Sheet and Statement of Profit and Loss, dealt with by this Report are in
agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting
Standard specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
e) The going concern matter described in sub-paragraph (b) under the Emphasis of
Matters paragraph above, in our opinion, may have an adverse effect on functioning of the
Company.
f) With Respect to adequacy of the internal financial controls over financial reporting
of the Company and the Operating effectiveness of such controls, refer to our separate
report in "Annexure B"
g) On the basis of the written representations received from the directors as on 31
March 2016 taken on record by the Board of Directors, none of the directors is
disqualified as on 31 March 2016 from being appointed as a director in terms of Section
164 (2) of the Act; and
h) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and 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 financial
statement - refer Note No. 18.16 and 18.19 to the financial statements.
ii. The Company did not have any long term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company.
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For S. P. MOONDRA & Co. |
|
CHARTERED ACCOUNTANTS |
|
Firm Registration No. 004879 C |
|
(S.P. MOONDRA) |
| PLACE : GHATABILLOD |
PROPRIETOR |
| DATE : 28/05/2016 |
M. No.073747 |
"Annexure A" to the Independent Auditors Report
Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory
Requirement of our report of even date to the financial statements of M/s Jyoti
Overseas Limited for the year ended March 31, 2016:
1) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets;
(b) As the possession of the secured assets of the company has been taken by the
secured lenders, physical verification of the assets of the company could not be carried
out. Therefore, discrepancies if any, between : assets as per Books & Physical could
not be ascertained..
(c) The title deeds of immovable properties are held in the name of the company.
2) The company does not have inventory. Therefore, this clause of the Order is not
applicable
3) The Company has not granted any loans, secured or unsecured to companies, firms,
Limited Liability partnerships or other parties covered in the Register maintained under
section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the
Order are not applicable to the Company and hence not commented upon.
4) In our opinion and according to the information and explanations given to us, the
company has complied with the provisions of section 185 and I86 of the Companies Act, 2013
In respect of loans, investments, guarantees, and security.
5) The Company has not accepted any deposits from the public and hence the directives
issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other
relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with
regard to the deposits accepted from the public are not applicable.
6) The Central Government has prescribed maintenance of cost records under section
148(1) of the Companies Act, in respect of manufacturing activity of the Company. Since
the Company did not carry out any manufacturing activities during the year. The
requirement of this clause not applicable to the Company.
7) A) According to the records of the Company, undisputed Statutory dues including
Income Tax, Wealth Tax, Customs Duty, Excise Duty, and other statutory dues except for
Sales Tax, Entry Tax, Professional Tax and Cess duty have been generally regularly
deposited with the appropriate authorities. According to the information and explanations
given to us, no arrears of undisputed amounts payable in respect of the aforesaid dues
were outstanding as on the date of Balance sheet for a period of more than six months from
the date they become payable except for MPCT/CST Rs. 43,48,239, Entry Tax Rs. 1,20,17,890,
Professional Tax Rs. 5,23581 and Cess duty Rs. 2,13,140.
B) According to the information and explanations given to us, the dues in respect of
Sales Tax that has not been deposited with the appropriate authorities on account of
disputes as on the date of the Balance Sheet and the forum where the disputes are pending
are as under:
| Sr. no |
Name of the Statue |
Nature of the Dues |
Forum where dispute is pending. |
Amount for Which dispute is pending (Rs. In lacs |
Amount Not Deposited (Rs. in lacs) |
| 1 |
M.P. Comm Tax Act |
MPCT Year 1999-00 to 2004-05 |
High Court, Indore |
158.40 |
158.40 |
| 2 |
M.P. Comm Tax Act |
Entry Tax 1997-98 |
High Court, Indore |
40.69 |
40.69 |
8) In our opinion and according to the information and explanations given to us, the
Company has defaulted in the repayment of dues to banks and the Company has not
issued any debentures.
9) Based upon the audit procedures performed and the information and explanations given
by the management, the company has not raised moneys by way of initial public offer or
further public offer including debt instruments and term Loans. Accordingly, the
provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not
commented upon.
10) Based upon the audit procedures performed and the information and explanations
given by the management, we report that no fraud by the Company or on the company by its
officers or employees has been noticed or reported during the year.
11) Based upon the audit procedures performed and the information and explanations
given by the management, the managerial remuneration has been paid or provided in
accordance with the requisite approvals mandated by the provisions of section 197 read
with Schedule V to the Companies Act;
12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of
clause 4 (xii) of the Order are not applicable to the Company.
13) In our opinion, all transactions with the related parties are in compliance with
section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the
Financial Statements as required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanations
given by the management, the company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during the year under
review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to
the Company and hence not commented upon.
15) Based upon the audit procedures performed and the information and explanations
given by the management, the company has not entered into any non-cash transactions with
directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of
the Order are not applicable to the Company and hence not commented upon.
16) In our opinion, the company is not required to be registered
under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the
provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not
commented upon.
|
For S. P. MOONDRA & Co. |
|
CHARTERED ACCOUNTANTS |
|
Firm Registration No. 004879 C |
|
(S.P. MOONDRA) |
| PLACE : GHATABILLOD |
PROPRIETOR |
| DATE : 28/05/2016 |
M. No. 073747 |
"Annexure B" to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of M/s
Jyoti Overseas Ltd. ("the Company") as of March 31, 2016 in conjunction with
our audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under
the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2016, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
|
For S. P. MOONDRA & Co. |
|
CHARTERED ACCOUNTANTS |
|
Firm Registration No. 004879 C |
|
(S.P. MOONDRA) |
| PLACE : GHATABILLOD |
PROPRIETOR |
| DATE : 28/05/2016 |
M. No. 073747 |
+91-9892691696
