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ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್ABC Bearings Ltd.

Mar 31, 2016

To

The Members of

ABC Bearings Limited

Report on the Financial Statements

We have audited the accompanying financial statements of ABC Bearings Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the 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 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 the Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate Accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provision of the Act , the accounting and auditing standards and matters which are required to be included in the audit report under the provision 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 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 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 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. An audit also includes evaluating the appropriateness of the 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, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure I a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. 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.

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 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 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the 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 II ”; and

g. 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 disclosed the impact of pending litigations on its financial position in the financial statements (refer note 26 (ii) & (iii) 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.

ANNEXURE- I ABC Bearings Limited

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

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

b) We are informed that the Company has a regular programme of physical verification of its fixed assets in a phased manner over a period of three years. Accordingly, the physical verification of part of the fixed assets has been carried out by the Management during the year and no material discrepancies have been noticed on such verification.

c) According to the information and explanation given to us and on the basis of examination of the records, the title deeds of immovable properties are held in the name of the Company.

2. The inventory has been physically verified at reasonable intervals during the year by the Management except stocks with third parties for which confirmations are obtained. The discrepancies noticed on physical verification, between physical stocks and books records, were not material in relation to the operations of the Company and have been properly dealt with in the books of accounts.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. The Company has not advanced any loan or given guarantee and made any investment in terms of Section 185 and 186 respectively of the Companies Act, 2013, accordingly clause 3(iv) of the Order is not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit during the year in terms of provision of Section 73 to 76 or any other relevant provision of the Companies Act, 2013 and the rules framed there under. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

6. We have broadly reviewed the books of Accounts maintained by the Company pursuant to the Order made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

7. a) On the basis of our examination of the books of accounts and other relevant records, the Company has been generally

regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, service tax, custom duty, value added tax, excise duty, cess and other material statutory dues applicable to it and no such dues were outstanding as at 31-03-2016 for a period of more than six months from the date they became payable.

b) According to information and explanation given to us the disputed dues in respect of Sales Tax, Excise Duty, Service Tax and Income Tax that have not been deposited by the Company are as follows:

Name of Statute

Nature of Dues

Amount (Rs. in lacs)

Period to which it relates

Forum where the dispute is pending

Financial Year

State and Central Sales Tax Acts

Sales Tax

1.98

2000-01

Jt. Commissioner of Sales Tax (Appeal) Worli Division, Mumbai

The Central Excise Act, 1944

Excise Duty

3.08

6.56

1998-99

2011-12

CEGAT, Commissioner, Mumbai Commissioner (Appeal) Central Excise, Vadodara II

The Finance Act, 1994

Service Tax

1.74

0.43

5.23

2.89

0.56

1.36

184.49

34.62

2008-09

2010-11

2011-12

2012-13

2013-14 September, 2009

to May, 2014 June, 2014 to March, 2015

CESTAT - Ahmedabad Commissioner (Appeal), Vadodara-II CESTAT - Ahmedabad

Commissioner (Appeal), Vadodara-II

CESTAT - Ahmedabad Commissioner (Appeal), Vadodara-II

Income Tax Act, 1961

Income Tax Income Tax Income Tax Income Tax Income Tax Income Tax Income Tax

26.93 16.55 16.381 14.16 J 9.37 7.76 4.69

Assessment Year 2006-07 2006-07

2009-10

2011-12

2012-13

2013-14

High Court of Mumbai ITAT, Mumbai.

ITAT, Mumbai

CIT (Appeals), Mumbai. CIT (Appeals), Mumbai.

CIT (Appeals), Mumbai.

8. According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans or borrowings from financial institution and government or by issue of debentures.

9. The term loans have been applied for the purpose for which they were obtained. No moneys are raised by way of initial public offer or further public offer (including debt instruments).

10. On the basis of examination of books of accounts and other relevant records in the course of our audit and information and explanation given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. According to information and explanation given to us and based on our examination of the records of the Company, the managerial remuneration has been paid/provided in accordance with the requisite approval mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013.

12. The Company is not a Nidhi Company, accordingly the requirement of Clause 3 (xii) of the Order is not applicable.

13. According to the records of the Company examined by us and on the basis of information and explanations given, the transaction with related parties during the year are in compliance with provision of Section 177 of the Companies Act, 2013 and requisite disclosure has been made in the Financial Statements as required by the applicable accounting standard. There are no transactions with related parties in terms of provisions of Section 188 of the Companies Act, 2013.

14. The Company has not raised any money by preferential allotment or private placement of Shares or by issue of fully or partly Convertible debentures during the year under review, accordingly Clause 3(xiv) of the Order is not applicable.

15. According to information and explanation given to us and based on our examination of the records of the company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, Clause 3(xv) of the Order is not applicable.

16. The Company is not required to be registered under Section 45 - IA of the Reserve Bank of India Act, 1934.

ANNEXURE - II ABC Bearings Limited

Annexure to Independent Auditors’ Report on the accounts for the year ended 31st March, 2016

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ABC Bearings Limited (“the Company”) as of 31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for ensuring that adequate internal financial controls systems is operational as stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include implementation of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company’s 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 Company''s 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, to the extent applicable to an audit of internal financial controls. 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 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 auditor’s judgment, 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 Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s 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 company''s 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 company''s 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 31st March, 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 PARIKH & SHAH

Chartered Accountants

Firm’s Registration No. 107528W

Place : Mumbai

H.K. Desai

Date : 10th May, 2016. Partner

Membership No.13719


Mar 31, 2015

We have audited the accompanying financial statements of ABC Bearings Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the 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 Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 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 the Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate Accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgement 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and the 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 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 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 an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the 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, of the state of affairs of the Company as at 31st March, 2015, its profit and its cash flows for the year ended on that date .

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 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.

2. As required by Section 143(3) of the Act, we report that:

a. 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.

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 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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 disclosed the impact of pending litigations on its financial position in the financial statements (refer note 26 (ii) & (iii) 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.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2015

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

b) We are informed that the Company has a regular programme of physical verification of its fixed assets in a phased manner over a period of three years. Accordingly, the physical verification of part of the fixed assets has been carried out by the Management during the year and no material discrepancies have been noticed on such verification.

2. a) The inventory has been physically verified at reasonable intervals during the year by the Management except stocks with third parties for which confirmations are obtained.

b) In our opinion the procedures of physical verification followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification, between physical stocks and books records, were not material in relation to the operations of the company and have been properly dealt with in the books of account.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. According to the information and explanations given to us, there are, in our opinion, adequate internal control systems commensurate with the size of the Company and nature of the business for the purchase of inventory, fixed assets and for sale of goods. No major weaknesses are noticed in the course of our audit in this behalf.

5. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 74 of the Companies Act, 2013 and rules framed thereunder with regard to the deposits accepted prior to the commencement of the Companies Act, 2013. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

6. We have broadly reviewed the books of Accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

7. a) On the basis of our examination of the books of account and other relevant records, the company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, value added tax, excise duty, cess and other material statutory dues applicable to it and no such dues were outstanding as at 31-03-2015 for a period of more than six months from the date they become payable.

b) According to information and explanation given to us the disputed dues in respect of Sales Tax, Excise duty, Service Tax and Income Tax that have not been deposited by the company are as follows:

Name of Statute Nature of Dues Amount Period to which it relates

State and Central Sales Tax 1.98 2000-01 Sales Tax Acts

The Central Excise Excise Duty 3.08 1998-99 Act, 1944 6.56 2011-12

The Finance Act, Service Tax 1.74 2008-09

1994 0.43 2008-09

5.23 2010-11

2.89 2011-12

0.56 2012-13

1.36 2013-14

Assessment Year

Income Tax Act, Income Tax 26.93 2006-07 1961

Income Tax 16.55 2006-07

Income Tax 4.81 2008-09

Income Tax 16.38 2009-10

Income Tax 14.16 2009-10

Income Tax 9.37 2011-12

Income Tax 7.76 2012-13

Name of Statute Forum where the dispute is pending State and Central Jt. Commissioner of Sales Tax (Appeal) Worli Sales Tax Acts Division, Mumbai

The Central Excise CEGAT, Commissioner, Mumbai Act, 1944 Commissioner (Appeal) Central Excise, Vadodara

The Finance Act,1994 Commissioner (Appeal), Central Excise, Vadodara

Income Tax Act, 1961 High Court of Mumbai

CIT (Appeals), Mumbai

ITAT, Mumbai

CIT (Appeals), Mumbai.

CIT (Appeals), Mumbai.

c) On the basis of our examination of the books of account and other relevant records, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules there under have been transferred to such fund within time.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year covered by our audit and the immediately preceding financial year.

9. According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. The company has not taken any loans from financial institution and has not issued debenture.

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 institution.

11. The term loans have been applied for the purpose for which they were obtained.

12. On the basis of examination of books of account and other relevant records in the course of our audit and information and explanation given to us no fraud on or by the company has been noticed or reported during the year.

For PARIKH & SHAH Chartered Accountants Firm's Registration No. 107528W

Place : Mumbai H.K. Desai Date : 5th May, 2015 Partner Membership No.13719


Mar 31, 2014

We have audited the accompanying financial statements of ABC Bearings Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, and 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

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 General Circular 15/2013 dated 13 September 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

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.

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.

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 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s 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 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13thSeptember, 2013, issued by 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 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014

1. a) The Company has maintained proper records showing full particulars including quantitative details and location of all its fixed assets.

b) We are informed that the Company has a regular programme of physical verification of its fixed assets in a phased manner over a period of three years. Accordingly, the physical verification of part of the fixed assets has been carried out by the Management during the year and no material discrepancies have been noticed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern status of the Company.

2. a) The inventory has been physically verified at reasonable intervals during the year by the Management except stocks with third parties for which confirmations are obtained.

b) In our opinion the procedures of physical verification followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification, between physical stocks and books records, were not material in relation to the operations of the Company and have been properly dealt with in the books of account.

3. a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. According to the information and explanations given to us, there are, in our opinion, adequate internal control systems commensurate with the size of the Company and nature of the business for the purchase of inventory, fixed assets and for sale of goods. No major weaknesses are noticed in the course of our audit in this behalf.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

7. In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of Accounts maintained by the Company pursuant to the Order 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 maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. a) On the basis of our examination of the books of account and other relevant records, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other material statutory dues applicable to it and no such dues were outstanding as at 31-03-2014 for a period of more than six months from the date they become payable.

b) According to information and explanation given to us the disputed dues in respect of Sales Tax, Excise duty, Service Tax and Income tax that have not been deposited by the Company are as follows:

Name of Statute Nature of Amount Period to which Dues (Rs. in lacs) it relates

Financial Year

State and Central Sales Tax 1.98 2000-01 Sales Tax Acts 14.13 2001-02

The Central Excise Excise Duty 3.08 1998-99 Act, 1944 6.56 2011-12

The Finance Act, 1994 Service Tax 1.74 2008-09

0.43 2008-09

5.23 2010-11

2.89 2011-12

0.56 2013-14

1.36 2013-14

Assessment Year

Income Tax Act, 1961 Income Tax 8.74 2005-06

Fringe Benefit 0.58 2006-07 Tax

Income Tax 26.93 2006-07

Income Tax 16.55 2006-07

Income Tax 4.81 2008-09

Income Tax 16.38 2009-10

14.16 2009-10

Income Tax 9.37 2011-12

Name of Statue Forum where the dispute is pending

State and Central Jt. Commissioner of Sales Tax (Appeal) Sales Tax Acts World Division, Mumbai

Jt. Commissioner of Sales Tax Appeal, World Division, Mumbai.

The Central Excise CEGAT, Commissioner, Mumbai Act, 1944 Commissioner (Appeal) Central Excise, Vadodara

The Finance Act,1994 Commissioner (Appeal),Central Excise, Vadodara.

Commissioner (Appeal),Central Excise, Vadodara

Commissioner (Appeal),Central Excise, Vadodara

Commissioner (Appeal),Central Excise, Vadodara.

Commissioner (Appeal),Central Excise, Vadodara.

Commissioner (Appeal),Central Excise, Vadodara.

Income Tax Act,1961 Appeal order effects of CIT (A)/ITAT are pending.

Appeal order effects of CIT (A)/ITAT are pending.

High Court of Mumbai

CIT (Appeals), Mumbai

ITAT, Mumbai.

CIT (Appeals), Mumbai.

ITAT, Mumbai

CIT (Appeals), Mumbai.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

12. As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities clause 4(xii) of the Order is not applicable.

13. The Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly, the provisions of the clause 4(xiii) of the Order are not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, Paragraph 4(xiv) of the Order is not applicable.

15. 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.

16. The term loans have been applied for the purpose for which they were obtained.

17. On the basis of examination of the Accounts and as per information and explanation given in our opinion the funds raised on short term basis have prima facie not been used for long term investments.

18. The Company has not made any preferential allotment of shares to any parties and companies covered under the register maintained u/s.301 of the Companies Act, 1956 during the year.

19. No security or charge is required to be created since the company has not issued any Debentures.

20. The Company has not raised any money by public issue during the year.

21. On the basis of examination of books of account and other relevant records in the course of our audit and information and explanation given to us no fraud on or by the Company has been noticed or reported during the year.

For PARIKH & SHAH

Chartered Accountants

Firm''s Registration No. 107528W



Place : Mumbai H.K. Desai

Date : 9th May, 2014 Partner

Membership No.13719


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of ABC Bearings Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows 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"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these fi nancial 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial statements in order to design audit procedures that are appropriate in the circumstances. 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 fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient 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 fi nancial 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, 2013;

(b) in the case of the Statement of Profi t and Loss, of the profi t 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

1. As required by the Companies (Auditor''s 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 specifi ed 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 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, Statement of Profi t and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account :

d. in our opinion, the Balance Sheet, Statement of Profi t and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2013

1. a) The Company has maintained proper records showing full particulars including quantitative details and location of all its fi xed assets.

b) We are informed that the Company has a regular programme of physical verifi cation of all the fi xed assets in a phased manner over a period of three years. Accordingly, the physical verifi cation of part of the fi xed assets has been carried out by the Management during the year and no material discrepancies have been noticed on such verifi cation.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern status of the Company.

2 a) The inventory has been physically verifi ed at reasonable intervals during the year by the Management except stocks with third parties for which confi rmations are obtained.

b) In our opinion the procedures of physical verifi cation followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. The discrepancies noticed on physical verifi cation, between physical stocks and books records, were not material in relation to the operations of the company and have been properly dealt with in the books of account.

3 a) The Company has not granted any loans, secured or unsecured to companies, fi rms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured from companies, fi rms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4 According to the information and explanations given to us, there are, in our opinion, adequate internal control systems commensurate with the size of the Company and nature of the business for the purchase of inventory, fi xed assets and for sale of goods. No major weaknesses are noticed in the course of our audit in this behalf.

5 In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

7 In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed the books of Accounts maintained by the Company pursuant to the order 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 maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

9 a) On the basis of our examination of the books of account and other relevant records, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other material statutory dues applicable to it and no such dues were outstanding as at 31-03-2013 for a period of more than six months from the date they become payable.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from fi nancial institutions and has not issued debentures during the year.

12. As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities clause 4(xii) of the Order is not applicable.

13. The Company is not a chit fund/nidhi/mutual benefi t fund/society. Accordingly the provisions of the clause 4(xiii) of the Order are not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or fi nancial institutions.

16. The term loans have been applied for the purpose for which they were obtained.

17. On the basis of examination of the Accounts and as per information and explanation given in our opinion the funds raised on short term basis have prima facie not been used for long term investments.

18. The Company has not made any preferential allotment of shares to any parties and companies covered under the register maintained u/s.301 of the Companies Act, 1956 during the year.

19. No security or charge is required to be created since the company has not issued any Debentures.

20. The Company has not raised any money by public issue during the year.

21. On the basis of examination of books of account and other relevant records in the course of our audit and information and explanation given to us no fraud on or by the Company has been noticed or reported during the year. For PARIKH & SHAH

Chartered Accountants

Firm''s Registration No. 107528W

H.K. Desai

Place: Mumbai, Partner

Date: 14th May, 2013 Membership No.13719


Mar 31, 2012

We have audited the attached Balance Sheet of ABC Bearings Limited as at 31st March, 2012 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India, which requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Sub- section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

1. 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;

2. 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;

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 of the Company;

4. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

5. In our opinion and to the best of our information and according to the explanations given to us, they said accounts read with the notes thereon give the information required by the Companies Act, 1956 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, 2012;

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 Cash Flow Statement, of the cash flows for the year ended on that date.

6. on the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956;

Re: ABC Bearings Limited

ANNEXURE TO AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2012

1. a) The Company has maintained proper records showing full particulars including quantitative details and location of all its fixed assets.

b) We are informed that the Company has programme of physical verification of all the fixed assets over a period of two years. Accordingly, the physical verification of part of the fixed assets has been carried out by the Management during the year and no material discrepancies have been noticed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern status of the Company.

2 a) The inventory has been physically verified at reasonable intervals during the year by the Management except stocks with third parties for which confirmations are obtained.

b) In our opinion the procedures of physical verification followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification, between physical stocks and books records, were not material in relation to the operations of the company and have been properly dealt with in the books of account.

3 a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) The Company has not taken unsecured loans secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4 According to the information and explanations given to us, there are, in our opinion, adequate internal control systems commensurate with the size of the Company and nature of the business for the purchase of inventory, fixed assets and for sale of goods. No major weaknesses are noticed in the course of our audit in this behalf.

5 In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

7 In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed the books of Accounts maintained by the Company pursuant to the order 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 maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

9 a) On the basis of our examination of the books of account and other relevant records, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other material statutory dues applicable to it and no such dues were outstanding as at 31-03-2012 for a period of more than six months from the date they became payable.

b) According to information and explanation given to us the disputed dues in respect of Sales Tax, Excise duty, Service Tax and Income tax that have not been deposited by the Company are as follows:

Name of Nature of Amount Period to which Forum where the dispute is Statute Dues (Rs.in lacs) it relates pending State and Central Sales Tax 1.98 2000-01 Jt. Commissioner of Sales Tax (Appeal) Sales Tax Acts Worli Division, Mumbai

14.13 2001-02 Jt. Commissioner of Sales Tax Appeal, Worli Division, Mumbai.

8.80 2010-11 Jt. Commissioner of (Appeal) Commercial Tax, Meerut, UP.

The Central Excise Duty 3.08 1998-99 CEGAT, Commis sioner, Mumbai Excise Act, 1944

6.56 2011-12 Commissioner (Appeal) Central Excise Vadodara.

The Finance Act, Service Tax 1.74 2008-09 Commissioner (Appeal), 1994 Central Excise, Vadodara.

0.43 2008-09 Commissioner (Appeal), Central Excise, Vadodara.

2.89 2011-12 Commissioner (Appeal), Central Excise, Vadodara.

Income Tax Act, Income Tax 8.74 2004-05 Appeal order effects of CIT 1961 (A)/ITAT are pending.

Fringe 0.58 2005-06 Appeal order effects of CIT Benefit Tax (A)/ITAT are pending.

Income Tax 43.48 2006-07 CIT(A) ITAT, Mumbai.

Income Tax 4.81 2007-08 ITAT, Mumbai.

Income Tax 73.92 2008-09 CIT (Appeals) Mumbai.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

12. As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities clause 4(xii) of the Order is not applicable.

13. The Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the Order are not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

15. 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.

16. The term loans have been applied for the purpose for which they were obtained.

17. On the basis of examination of the Accounts and as per information and explanation given in our opinion the funds raised on short term basis have prima facie not been used for long term investments.

18. The Company has not made any preferential allotment of shares to any parties and companies covered under the register maintained u/s. 301 of the Companies Act, 1956 during the year.

19. No security or charge is required to be created since the company has not issued any Debentures.

20. The Company has not raised any money by public issue during the year.

21. On the basis of examination of books of account and other relevant records in the course of our audit and information and explanation given to us no fraud on or by the Company has been noticed or reported during the year.

For PARIKH & SHAH

Chartered Accountants

Firm's Registration No. 107528W

H.K. Desai

Place: Mumbai Partner

Date: 12th May, 2012. Membership No.13719


Mar 31, 2011

We have audited the attached Balance Sheet of ABC Bearings Limited as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India, which requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Sub- section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

1. 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;

2. 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;

3. the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company;

4. in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

5. on the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act, 1956 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, 2011;

b. in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

c. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011

1. a) The Company has maintained proper records showing full particulars including quantitative details and location of all its fixed assets.

b) We are informed that the Company has programme of physical verification of all the fixed assets over a period of two years. Accordingly, the physical verification of part of the fixed assets has been carried out by the Management during the year and no material discrepancies have been noticed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern status of the Company.

2 a) The inventory has been physically verified at reasonable intervals during the year by the Management except stocks

with third parties for which confirmations are obtained.

b) In our opinion the procedures of physical verification followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification, between physical stocks and books records, were not material in relation to the operations of the company and have been properly dealt with in the books of account.

3 a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4 According to the information and explanations given to us, there are, in our opinion, adequate internal control systems commensurate with the size of the Company and nature of the business for the purchase of inventory, fixed assets and for sale of goods. No major weaknesses are noticed in the course of our audit in this behalf.

5 In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6 The Company has not accepted any deposits from the public, consequently the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7 In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed the books of Accounts maintained by the Company pursuant to the order 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 maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

9 a) On the basis of our examination of the books of account and other relevant records, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other material statutory dues applicable to it and no such dues were outstanding as at 31-03-2011 for a period of more than six months from the date they become payable.

b) According to information and explanation given to us the disputed dues in respect of Sales Tax, Excise duty and Income tax that have not been deposited by the Company are as follows:

Name Nature of Amount Period to which Forum where the dispute is Statute Dues (Rs. in lacs) it relates pending

State and Central Sales Tax 2.29 1999-00 Deputy Commissioner of Sales Tax, Sales Tax Acts Appeals, Worli Division, Mumbai.

1.98 2000-01 Jt. Commissioner of Sales Tax (Appeal) Worli Division, Mumbai

14.13 2001-02 Dy. Commissioner of Sales Tax Appeal, Worli Division, Mumbai.

The Central Excise Excise Duty 3.08 1998-99 CEGAT, MumbaiCommissioner Act, 1944 1.74 2008-09 Central Excise Vadodara.

Income Tax Act, Income Tax 8.74 2004-05 Appeal order effects of CIT (A)/ITAT are 1961 pending.

Income Tax 70.23 2005-06 Appeal order effects of CIT (A)/ITAT are Pending.

Fringe 0.78 2005-06 Appeal order effects of CIT (A)/ITAT are Benefit Tax pending.

Income Tax 18.62 2007-08 CIT (Appeals) Mumbai.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

12. As the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities clause 4(xii) of the order is not applicable.

13. The company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the Order are not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

15. 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.

16. The term loans have been applied for the purpose for which they were obtained.

17. On the basis of examination of the Accounts and as per information and explanation given in our opinion the funds raised on short term basis have prima facie not been used for long term investments.

18. The Company has not made any preferential allotment of shares to any parties and companies covered under the register maintained u/s.301 of the Companies Act, 1956 during the year.

19. No security or charge is required to be created since the company has not issued any Debentures.

20. The Company has not raised any money by public issue during the year.

21. On the basis of examination of books of account and other relevant records in the course of our audit and information and explanation given to us no fraud on or by the Company has been noticed or reported during the year.

For PARIKH & SHAH

Chartered Accountants

H.K. Desai

Partner

Place: Mumbai Membership No.13719

Date: 3rd May, 2011. Firms Registration No. 107528W


Mar 31, 2010

We have audited the attached Balance Sheet of ABC Bearings Limited as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India, which requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as considered appropriate and as per the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

1. 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;

2. 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;

3. the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company;

4. in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

5. on the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of Section 274(1) (g) of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act, 1956 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 31 st March, 2010;

b. in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

c. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH 2010

1. a) The Company has maintained proper records showing full particulars including quantitative details and location of

all its fixed assets.

b) We are informed that the Company has programme of physical verification of all the fixed assets over a period of two years. Accordingly, the physical verification of part of the fixed assets has been carried out by the Management during the year and no material discrepancies have been noticed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern status of the Company.

2. a) The inventory has been physically verified at reasonable intervals during the year by the Management except

stocks with third parties for which confirmations are obtained.

b) In our opinion the procedures of physical verification followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification, between physical stocks and books records, were not material in relation to the operations of the company and have been properly dealt with in the books of account.

3 a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the

register maintained under Section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4 According to the information and explanations given to us, there are, in our opinion, adequate internal control systems commensurate with the size of the Company and nature of the business for the purchase of inventory, fixed assets and for sale of goods. No major weaknesses are noticed in the course of our audit in this behalf.

5 In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6 The Company has not accepted any deposits from the public, consequently the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable.

7 In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed the books of Accounts maintained by the Company pursuant to the order 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 maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

9 a) On the basis of our examination of the books of account and other relevant records, the Company has been

generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other material statutory dues applicable to it and no such dues were outstanding as at 31-03-2010 for a period of more than six months from the date they become payable.

b) According to information and explanation given to us the disputed dues in respect of Sales Tax, Excise duty and Income tax that have not been deposited by the Company are as follows:

Name of Nature of Amount Period to which Forum where the dispute is Statute Dues (Rs. in lacs) it relates pending

State and Central Sales Tax 14.20 1992-93 Effect of Tribunal order pending before

Sales Tax Acts Senior AC (Assessment)

2.29 1999-00 Deputy Commissioner of Sales Tax,

Appeals, Worli Division, Mumbai. 1.98 2000-01 Jt. Commissioner of Sales Tax (Appeal)

Worli Division, Mumbai 14.13 2001 -02 Dy. Commissioner of Sales Tax Appeal,

Worli Division, Mumbai.

The Central Excise Excise Duty 0.24 1983-84 CEGAT, Mumbai

Act, 1944 0.98 1990-91 Commissioner of Central Excise, Vadodara.

3.08 1998-99 CEGAT, Mumbai

1.74 2008-09 Commissioner Central Excise Vadodara.

Income Tax Act,Income Tax 83.97 2003-04 Commissioner of Income Tax (Appeal),

1961 Mumbai.

Income Tax 76.97 2004-05 Appeal order effects of CIT (A)/ITAT are

pending. Income Tax 70.23 2005-06 Appeal order effects of CIT (A)/ITAT are pending. Fringe Benefit Tax 8.45 2005-06 ITAT, Mumbai.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures during the year.

12. As the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities clause 4(xii) of the Order is not applicable.

13. The company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the Order are not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

15. 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.

16. The term loans have been applied for the purpose for which they were obtained.

17. On the basis of examination of the Accounts and as per information and explanation given in our opinion the funds raised on short term basis have prima facie not been used for long term investments.

18. The Company has not made any preferential allotment of shares to any parties and companies covered under the register maintained u/s.301 of the Companies Act, 1956 during the year.

19. No security or charge is required to be created since the company has not issued any Debentures.

20. The Company has not raised any money by public issue during the year.

21. On the basis of examination of books of account and other relevant records in the course of our audit and information and explanation given to us no fraud on or by the Company has been noticed or reported during the year.

For PARIKH & SHAH

Chartered Accountants

H.K. Desai

Partner Place: Mumbai, Membership No. 13719

Date: 4th May, 2010. Firms Registration No. 107528W

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