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Year End :2015-03 
We have audited the accompanying financial statements of HANUNG TOYS AND TEXTILES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

2) Management's Responsibility for the Financial Statements

The Company's 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 standalone 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.

3) Auditors' Responsibility

Our responsibility is to express an opinion on these standalone 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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 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 presentation 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 an adequate internal financial controls system over financial reporting and to the operating effectiveness of such control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management/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 standalone financial statements.

4) 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 31st March, 2015, and its loss and its cash flows for the year ended on that date.

5) Emphasis of Matter

Without qualifying our opinion, we draw attention to note no. 3.1 to the financial statement. We report that the Company has incurred a net loss of Rs. 126,722.84 Lacs during the year ended March 31, 2015 and the accumulated losses of the Company as at March 31, 2015 amount to Rs. 147,888.29 Lacs leading to erosion of its entire net worth. The current liabilities of the Company as at the same date exceed its current assets by Rs. 16,123.94 Lacs . These conditions indicate the existence of a uncertainty and cast significant doubt about the Company's ability to continue as a going concern, which is dependent on the Company being supported by its lenders and achieving a profitable level and state of operation.

6) Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(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) 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.

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the 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.

(f) With respect to the other matters to be included in the Auditor's 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, in accordance with the generally accepted accounting practice, disclosed the impact of pending litigations on its financial position in its financial statements- Also refer Note 14.1, 14.2, 30.1 to 30.8 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 under the applicable law or accounting standard.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company .

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date on the accounts of Hanung Toys and Textiles Limited ("the Company") for the year ended March 31, 2015

1) In respect of fixed assets:

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

b) As explained to us and according to the practice of the Company, all the fixed assets have been physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, discrepancies noticed, if any, on physical verification have been adjusted in the books of accounts.

2) In respect of inventory:

a) As explained to us, the inventory was physically verified during the year by the Management and independent Auditors appointed by bank at reasonable interval during the year.

b) In our opinion and according to the information and explanation provided to us, the procedure and frequency of verification of inventories carried out by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, the observation of Stock Auditors and discrepancies noticed on physical verification as compared to book records have been properly dealt with in the books of account for the year ended March 31, 2015.

3) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 and accordingly, the provisions of clauses (iii) of paragraph 3 of the Order are not applicable to the Company.

4) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instances of continuing failure to correct any weaknesses in the internal controls have been noticed.

5) According to the information & explanation given to us, the Company has not accepted any deposits and accordingly, the provision of clause (v) of paragraph 3 of the Order are not applicable to the Company.

6) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 specified by the Central Government under Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7) According to the information & explanation given to us and on the basis of our examination of the records of the Company, in respect of statutory dues;

a) The Company has not been generally regular in depositing undisputed statutory dues including provident 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 applicable to it with appropriate authorities during the year. Details of the outstanding statutory dues as at March 31, 2015 have been given in the note no. 7.1 of the financial statements. According to the information and explanation given by the Company, there are some undisputed amounts payable in respect of Employee's state insurance, Employee's provident fund, Tax deducted at source, Sales Tax of Rs. 96.81 lacs, Rs. 224.50 lacs, Rs. 24.00 lacs and Rs. 29.75 lacs respectively, which were outstanding, as at March 31, 2015, for a period of more than six months from the date they became payable.

b) According to information and explanation given to us and the records of the Company examined by us, there are no dues of wealth tax, service tax, sales tax, duty of custom and duty of excise which have not been deposited on account of any dispute. The particular of dues of income tax as at March 31, 2015 which has not been deposited on account of any dispute, are as follow-

Name of the     Nature of dues          Amount Rs.   Period to which
status                                  in lacs      the amount relates

Income Tax 
Act, 1961       Income tax including       334.17    Assessment Year
                interest, as applicable              2006-07

Income Tax 
Act, 1961       Income tax including       440.44    Assessment Year
                interest, as applicable              2009-10

Income Tax 
Act, 1961       Income tax including       196.23    Assessment Year
                interest, as applicable              2010-11

Name of the 
Statute         Forum where the 
                dispute is pending

Income Tax 
Act,1961        Income-tax 
                Appellate Tribunal

Income Tax 
Act,1961        Income-tax 
                Appellate Tribunal

Income Tax 
Act,1961        Appellate Authority
                -up to Commissioner's level
c) According to information and explanation given to us and the records of the Company examined by us, there are no amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provision of the Companies Act, 1956 (1 of 1956) and rules made there under.

8) The Company have accumulated losses at the end of the financial year are in excess of 50% of its net worth. The Company has net loss of Rs. 1267.23 Crores and has incurred cash loss of Rs. 1204.87 Crores during the financial year covered by our audit and a net loss of Rs. 495.78 Crores in the immediately preceding financial year.

9) Based on our audit procedures performed and based on the information and explanations given by the management, we are of the opinion that, the Company had defaulted in repayment of dues to financial institution and banks. The Company had approached its lead banker for restructuring of its debt under CDR mechanism. The Restructuring scheme has been approved by the CDR cell in the meeting held on 23rd May, 2014 and the same was informed to the Company on 16th June, 2014. The Master Restructuring Agreement has been prepared and signed by the consortium member banks (except Edelweiss ARC, assignee of SBI) and the other lenders/banks had restructured the accounts as per the approved CDR scheme, which restructuring is continuing as on the Balance Sheet date. Apart from the above, the balance as on March 31, 2015 of Central Bank of India, State Bank of India, Bank of Maharastra, Karur Vysa Bank and Union Bank of India is as per books of account for want of confirmation thereof from these banks. We further report that during the financial year covered by our audit most of the banks have classified the accounts of the Company either Sub-Standard or NPA. The Company had not issued any debenture during the year and hence, there is no default as such to be reported.

10) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provision of clause (x) of paragraph 3 of the Order is not applicable to the Company.

11) Based on our audit procedures and on the information given by the management, we report that the Company has not obtained any term loans during the year. However, term loans obtained in earlier years had been applied for the purpose for which they were obtained.

12) To the best of our knowledge and according to the information and explanations given to us, and considering the size and nature of the Company's operations, no fraud of material significance on the Company or no fraud by the Company has been noticed or reported during the year.

                                 For RAVINDRA SHARMA & ASSOCIATES 

                                         Chartered Accountants(CA

                                                (Ravindra Sharma)

Date  : May 30, 2015                                      Partner

Place : Noida                              Membership No.: 085271