To the Members of Amba Enterprises Limited Report on the Financial Statements
We have audited the accompanying Financial Statements of Amba Enterprises Limited ("theCompany") which comprise the Balance Sheet as at 31st March 2016Statement of Profit and Loss Cash Flow Statement for the year then ended and a summary ofsignificant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
Our responsibility is to express an opinion on these financial statements based on ouraudit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act and otherapplicable authoritative pronouncement issued by the Institute of Chartered Accountant ofIndia. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement. An audit involves performing procedures to obtainaudit evidence about the amounts and the disclosures in the financial statements. Theprocedures selected depend on the auditors judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Companys preparation of the financial statements that give a trueand fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by theCompanys Directors as well as evaluating the overall presentation of the financialstatements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the financial statements.
Basis for Qualified Opinion
As per AS 15 Employees Benefits a company is required to get actuarial certificate atleast once during the financial year for retirement and other benefits. Also "Definedbenefits obligations" in nature of Gratuity and Leave encashment are to be accountedon accrual basis. Leave encashment and Gratuity are accounted on cash basis by thecompany and not on accrual basis as per an actuarial certificates. The Company has alsonot obtained an actuarial certificate during the financial year.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion paragraph the aforesaid financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2016 and its profit and its cash flows for the year ended onthat date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act and on the basis of such checks of the books and records of theCompany as we considered appropriate and according to the information and explanationsgiven to us we give in the Annexure B a statement on the matters specified in theparagraph 3 and 4 of the Order to the extent applicable.
2. As required by Section 143 (3) of the Act we report that:
(a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account maintained for thepurpose of preparation of these financial statements.
(d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164 (2) of the Act.
(f) With respect to adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate report in Annexure A. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Companys internal financial controlover financial reporting.
(g) With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact if any of pending litigation as at 31stMarch 2016 on the financial position in its financial statements - Refer to Note no. 22of the Financial Statements;
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
For U. D. KACHARE & CO.
Firm Registration No.104513W
Mr. U. D. KACHARE
Membership No. 38046
Date : 30/05/2016
ANNEXURE "B" TO INDEPENDENT AUDITORS REPORT 31STMARCH2016
(Referred to in Paragraph 1 under the heading of "Report on Other Legal andRegulatory Requirements" section of our report of even date)
Report on Companies (Auditors Report) Order 2016 (the Order) issuedby the Central Government in terms of Section 143(11) of the Companies Act 2013(the Act) of Amba Enterprises Ltd
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the Management inaccordance with a regular programme of verification. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the company and thenature of its assets. No material discrepancies were noticed on such verification.
(c) In our opinion and according to information and explanation given to us and on thebasis of an examination of the record of the Company the title deeds of immovableproperties are held in the name of the Company.
(ii) (a) The inventory excluding stocks with third parties has been physically verifiedby the Management during the year. In respect of inventory lying with third parties thesehave substantially been confirmed by them. In our opinion the frequency of verificationis reasonable.
(b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.
(c) In our opinion and according to the information and explanations given to us theCompany has maintained proper records of its inventories and no material discrepancieswere noticed on physical verification.
(iii) The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the Register maintained underSection 189 of the Act.
(iv) The Company has not granted loans or made investment or given any guarantee orsecurity as covered in the provisions of section 185 and 186 of the Companies Act 2013therefore Clause (IV) of the order is not applicable to the company.
(v) The Company has not accepted deposits during the year and does not have anyunclaimed deposits as at March 312016 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company.
(vi) The aggregate value of turnover of the Company during the immediately precedingfinancial year did not exceed rupees thirty five crores and therefore the provisions ofCompanies (Cost Accounting Records) Rules 2014 notified by the Central Government underSection 148 of the Act are not applicable to the Company for the current financial year.
(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is generally regular in depositingthe undisputed statutory dues in respect of sales tax including value added tax stateinsurance income tax service tax duty of customs duty of excise cess and othermaterial statutory dues as applicable with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Employees StateInsurance Income Tax Sales Tax Value Added Tax Service Tax duty of Customs duty ofExcise Cess and other material statutory dues in arrears as at March 31 2016 for aperiod of more than six months from the date they became payable.
(c) Details of dues of Income Tax and Value Added Tax which have not been deposited asat March 31 2016 on account of dispute are given below:
|Name of the statute ||Amount (in `) ||Period to which the amount relates ||Forum where Dispute is pending |
|Income Tax ||Rs 39600460 ||Assessment Year 2009-10 2010-11 2011-12 & 2012-13 ||Commissioner of Income Tax |
|MVAT Act 2002 ||Rs 212295 ||Assessment Year 2009-10 ||Dy Comm. of Sales Tax Mumbai |
There were no dues of Service Tax duty of Customs duty of Excise and Cess which havenot been deposited as at March31 2016 on account of dispute.
(viii) In our opinion and according to the information and explanation given to us theCompany has not defaulted in the repayment of loans or borrowings to banks. The Companydoes not have any loans or borrowings from financial institutions or government and hasnot issued any debentures.
(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause 3 (ix)of the order is not applicable.
(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.
(xi) In our opinion and according to the information and explanation given to us theCompany has paid / provided managerial remuneration are within the provisions of section197 read with Schedule V to the Act.
(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) oftheOrder is not applicable.
(xiii) The Company has entered into transaction with the related parties in compliancewith provisions of Section 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under section 133 of the Act readwith rule 7 of the Companies (Accounts) Rules2014.
(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause 3(xiv) of the order is not applicable to the Company.
(xv) According to the information and explanation given to us and based on ourexamination of the records of the Company during the year the Company has not enteredinto any non-cash transactions with its Directors or person connected to Directors andaccordingly paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India 1934 therefore Clause 3(xvi) of the order is not applicable to the Company.
| ||For U. D. KACHARE & CO. |
| ||Chartered Accountants |
| ||Firm Registration No.104513W |
| ||Sd/- |
| ||Uday D. Kachare |
|Place: Mumbai ||Proprietor |
|Date: 30/05/2016 ||Membership No. 038046 |
AMBA ENTERPRISES LIMITED
ANNEXURE "A" TO INDEPENDENT AUDITORS REPORT 31STMARCH2016
(Referred to in Paragraph 2(f) under the heading of "Report on Other Legal andRegulatory Requirements" section of our report of even date)
Report on the Internal Financial Control Over Financial Reporting under Clause (i) ofsub-section 3 of Section 143 of the Companies Act 2013 (the Act)
We have audited the internal financial controls over financial reporting of AmbaEnterprise Ltd. (the Company) as of 31st March 2016 in conjunction with ouraudit of the financial statements of the company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by The Institute of Chartered Accountants of India (ICAI) . Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.
Our responsibility is to express an opinion on the Companys internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on audit of internal financial controls over financial reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofInternal Financial Controls both applicable to an audit of Internal Financial Controlsand both issued by ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wereestablished and maintained and if such controls operated effectively in all materialrespects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditorss judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Companys internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Companys internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A Companys internal financial controlsoverfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provides reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofthe management and directors of the Company; and (3) provides reasonable assuranceregarding prevention or timely detection of unauthorized acquisition use or dispositionof the Companys assets that could have a material effect on the financialstatements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitation of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlsover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st march 2016 based on theinternal financial controls over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onaudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
| ||For U. D. KACHARE & CO. |
| ||Chartered Accountants |
| ||Firm Registration No.104513W |
| ||SD/- |
| ||Uday. D. Kachare |
|Place: Mumbai ||Proprietor |
|Date: 30/05/2016 ||Membership No. 038046 |