thermax engineering construction company Auditors report

INDEPENDENT AUDITOR

To the Members of Thermax Engineering Construction Company Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Thermax Engineering Construction Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statementsof Profit and Loss and Cash Flow for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The Company’s 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 fl ows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry 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.

Auditor’s Responsibility

3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s 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 Company’s 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 entity’s internal control. 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, 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 31st March, 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 fl ows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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;

c. the Balance Sheet, the Statement of Profit and Loss and Cash Flow dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, the Statements of Profit and Loss and Cash Flow dealt with by this report,comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs 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 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 Companies Act, 1956.

	For B.K.Khare & Co.
	Chartered Accountants
	Firm’s Registration Number 105102W
	Prasad V. Paranjape
Place, 25th April, 2014	Membership No. 47296

Annexure referred to in paragraph 7 under the heading "Report on other legal and regulatory requirements" of our report of even date

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets of the Company have been physically verified by the management at reasonable intervals during the year & no material discrepancies were noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) In our opinion and according to the information and explanations given to us, the requirementsof Paragraphs 4 (ii) of the Companies (Auditor’s Report) Order, 2003 (as amended)in respect of‘Inventories’ are not, on facts, applicable to the Company and hence no comments have been offered there under. (iii) The Company has neither taken nor granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, provisions of the clause 4 (iii) (b), (c), (d), (f) and (g) of the Companies (Auditor’s Report) Order, 2003 (as amended) is not applicable and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Further, during the course of our audit, we have neither come across nor have been informed of any instance of continuing failure to correct major weakness in the aforesaid internal control procedure.

(v) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements with parties referred to section 301 of the Act. Accordingly, the provision of clause 4(v) (a) & (b) of Companies (Auditors Report) Order, 2003 (as amended) is not applicable to the company and hence not commented upon. vi) The Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company’s present internal audit system is commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account 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 are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. (c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of Statute	Nature of Dues	Amount under dispute not deposited	Period	Forum where Dispute is pending
		(Rs. In lakhs)
Uttar Pradesh Trade Tax Act’1948	State Sales Tax	7.24	2004-05	Joint Commissioner (Appeal) IV, Commercial Tax, Gaziabad
Uttar Pradesh Trade Tax Act’1948	State Sales Tax	3.85	2005-06	Joint Commissioner (Appeal) IV, Commercial Tax, Gaziabad
Rajasthan VAT Act’2003	State Sales Tax	4.72	2002-03	Deputy Commissioner (Appeals), Commercial Taxes, Kota, Rajasthan
Andhra Pradesh Sales Tax	State Sales Tax	4.70	2006-07 to 2008-09	STAT, Punjagutta, Hyderabad
Andhra Pradesh Sales Tax	State Sales Tax-Penalty	2.45	2006-07 to 2008-09	STAT, Punjagutta, Hyderabad
Income Tax Act’ 1961	Income Tax	98.31	2009-10	Commissioner of Income Tax (Appeals)
Income Tax Act’ 1961	Income Tax	29.14	2010-11	Commissioner of Income Tax (Appeals)
Service Tax (Finance Act’1994)	Service Tax	475.78	2004-05 to 2008-09	Customs, Excise & Service Tax Appellate Tribunal

(x) The Company has no accumulated losses at 31st March 2014; neither has it incurred cash loss during current year or immediately preceding financial year.

(xi) Based on the information & explanations given to us, the Company has no dues to financial institution or bank.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and 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 4(xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company has not taken any term loan during the year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, funds raised on short term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debenture during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, neither noticed nor reported during the year, nor have we been informed of such case by the Management.

	For B.K.Khare & Co.
	Chartered Accountants
	Firm’s Registration Number 105102W
	Prasad V. Paranjape
Place: Pune	Partner
Date: April 25th, 2014	Membership No.: 047296