| We have audited the accompanying financial statements of M/s. Tulsyan
NEC Limited ("the Company"), which comprise the Balance Sheet as at
March 31, 2015, 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.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The company's Board of Director 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 control
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 standard and matters
which are required to be included in the audit report under the
provisions of the Act and Rules made thereunder. 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 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 procedure 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 statement whether
due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company's
preparation of the financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
whether the company has in place and adequate internal financial
controls system over financial reporting and operating effectiveness of
such controls. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the Company's directors, 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 on the financial
statements.
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:
a) In the case of the Balance Sheet, of the State of affairs of the
company as at March 31, 2015:
b) In the case of the Statement of Profit and Loss, of the Profit/Loss
of the Company for the year ended on that date:
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
As required by Section 143(3) of the Act, We report that:
1.1. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
1.2. In our opinion proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
1.3. 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;
1.4. In our opinion, the aforesaid financial statements comply with
Accounting Standard specified under Section 133 of the Act read with
Rule 7 of the Companies (Accounts) Rules 2014.
1.5. On the basis of written representations received from the
Directors as on March 31, 2015, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015,
from being appointed as a director in terms of Section 164(2) of the
Act.
2. With respect to the matters to be included in the Auditor's Report
in accordance with Companies (Auditor's Report) Order, 2015 issued by
the Central Government of India in terms of Sub-Section (11) of the 143
& Rule 11 of the Companies (Audit and Auditors) Rules, 2014, we give in
the annexure a statement on the matters specified in the paragraphs 3
and 4 of the Order.
Annexure to the Auditors' Report Reports under The Companies (
Auditor's Report) Order, 2015 (CARO) CARO 2015 Report on the
standalone financial statement of Tulsyan NEC Limited for the year
ended 31st March, 2015.
To the Members of Tulsyan NEC Limited
We refer to our on stand alone financial statements of Tulsyan NEC
limited (the Company) for the year ended 31st March,2015 issued on 3rd
July, 2015. The Gazette version of the Companies (Auditor's Report)
Order, 2015 (CARO 2015) was not available in the Official Gazette of
India on the date of our report. Accordingly our report does not
contain an Annexure on the matters specified in Paragraphs 3 and 4 of
CARO 2015.
Subsequent to the issuance of our report dated 3rd July, 2015, CARO
2015 has been published in the Official Gazette of India. While it was
not obligatory on our part to issue our report on the matters specified
in paragraph 3 and 4 of CARO 2015, based on the discussion with the
company, as a measure of good governance, we give hereinafter a
statement on the matters specified in paragraphs 3 and 4 of CARO 2015.
This may be treated as an Annexure to our aforesaid Report on
standalone financial statements for the year ended 31st March, 2015.
1. In respect of its fixed assets:
1.1. The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets on the basis of available information.
1.2. As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner. Which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
2. Inventories
2.1. The management has conducted physical verification at reasonable
intervals in respect of its inventory. In our opinion the frequency of
verification is reasonable.
2.2. In our opinion and according to the information and explanations
given to us , 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.
2.3. The company has maintained proper records of inventories. As per
the information and explanation given to us, no material discrepancies
were noticed on physical verification.
3. Loans and advances
In respect of loans, secured or unsecured, granted by the Company to
companies, firms or other parties covered in the register maintained
under Section 189 of the Companies Act, 2013
3.1 The principal amounts are repayable on demand, While interest is
payable annually. However the Company has taken unsecured loan from 56
Parties aggregating to Rs. 6361.24 Lacs during the year (Previous Year
Rs. 4955.95 Lacs) excluding interest accrued & IFST as stated in Note
No.4
SL
No Name of Party Relationship with Party Year end balance
1 Cosmic Global
Limited 76.17% Subsidiary Company 35.76 Cr
2 Tulsyan Power
Limited* 100% Subsidiary Company 0.31 Dr
3 Chitrakoot Steel
& Power P Ltd 100% Subsidiary Company NIL
4 Balaji Engineering
& Galvanizing Ltd* 98.80% Subsidiary Company 7.96 Dr
5 Color Peppers Media
Pvt Ltd 100% Subsidiary Company 253.33 Dr
6 T.G. Logistic Pvt
Ltd 100% Subsidiary Company NIL
3.2 In respect of the said loans and interest thereon, there are no
overdue Amounts.
4. In our opinion and according to the information and explanation
given to us, the company has an adequate internal control system
commensurate with its size and the nature of its business for purchase
of inventory and fixed assets and for the sale of goods and services.
During the course of our audit, we have not observed any continuing
failure to correct major weakness in such internal control system.
5. According to the information and explanation given to us, the
Company has not accepted any deposits from the public. Therefore, the
provision of Clause (v) of paragraph 3 of the CARO 2015 are not
applicable to the Company.
6. We have broadly review the cost records maintained by the Company
pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the central Government under section 148(1 )(d)of the
Companies Act, 2013 and are of the opinion that, Prima facie, the
prescribed accounts and cost records have been maintained. We have,
however not made a detailed examination of the cost records with a view
determined whether they are accurate or complete.
7. Statutory dues
7.1. The company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-tax, Sales-tax, Wealth tax,
Service tax, Duty of Customs, duty of Excise, Value added Tax, Cess and
other material statutory dues have been generally regularly deposited
with the appropriate authorities. According to the information and
explanations given to us, no undisputed amounts payable in respect of
the aforesaid dues were outstanding as at 31st March, 2015 for a period
of more than six months from the date of becoming payable.
7.2. Details of dues of Income tax, Sales Tax, Wealth Tax, Service tax,
duty of Customs, Duty of Excise, Value added Tax, Cess which have
partly been deposited as on 31st March, 2015 on account of disputes are
given in the annexure "A".
8. The company does not have any accumulated losses at the end of the
financial year. Flowever, the Company has incurred cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
9. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks and
debenture holders.
10. The company has given guarantees for loans taken by others from
bank and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prima facie prejudicial to the interest of
the Company. The Company executed Corporate Guarantee in favour of M/s
Chitrakoot Steel & Power Put Ltd (100% subsidiary company) for the
loans borrowed from banks amounting to Rs. 25 crore (Previous Year Rs.
25 crore) as per point number 1.8 of the notes to accounts
11. The Company has raised new term loans during the year. The terms
Loans outstanding at the beginning of the year and those raised during
the year have been applied for the purposes for which they were raised.
12. In our opinion and according to the information and explanations
given to us, no fraud by the Company and no material fraud on the
Company has been noticed or reported during the year.
For C.A.Patel & Patel
Chartered Accountants
Firm Registration No.: 005026 S
BHAVESH N PATEL
Partner
Membership No.: 26669
Place: Chennai
Date : 3rd July, 2015
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