To the Members of Nirlon Limited Report on the Financial Statements
We have audited the accompanying Financial Statements of Nirlon Limited (theCompany'} which comprise the Balance Sheet as at 31st March 2016 the Statement ofProfit and Loss and the Cash Flow Statement for the year then ended and a summary ofsignificant 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 sub-section(5) of Section 134 of the Companies Act 2013 (the Act') with respect to thepreparation of these Financial Statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including Accounting Standardsspecified under section 133 of the Act read with rule 7 of the Companies (Accounts}Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; selection and applicationof appropriate accounting policies; making judgements and estimates that are reasonableand prudent and design implementation and maintenance of internal financial controlsthat were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatementswhether due to fraud or error.
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 sub-section (10} of section 143 of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Financial Statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Financial Statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2016 of 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 ofthe Act and on the basis of such checks of the books and records of the Company as weconsidered appropriate and according to the information and explanations given to usduring the course of the audit we give in the Annexure a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
2. As required by sub-section (3} of section 143 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 purpose of our audit.
b. In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.
c. the Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account.
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 written representations received from the Directors and taken onrecord by the Board of Directors none of the Directors is disqualified as on 31st March2016 from being appointed as a director in terms of sub-section (2} of section 164 of theAct.
f. The Company has adequate internal financial control systems in place and the sameare generally operating effectively.
g. With respect to the other matters to be included in the Auditor's 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 of pending litigations on its financialposition in its Financial Statements - Refer note no. 2.26 forming part of FinancialStatements.
(ii} The Company did not have any long-term contracts including derivative contractsfor which 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 N. M. RAIJI & CO. |
| ||Chartered Accountants |
| ||Firm Registration No: 108296W |
| ||ca. y. n. thakkar |
|Place : Mumbai ||Partner |
|Date : 28.04.2016 || |
|Membership No: 33329 || |
annexure to the independent auditor's report of even date
(Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements' section of our report)
i) a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;
b) The fixed assets of the Company have been physically verified by the management atreasonable intervals. No material discrepancies were noticed on such verification;
c) The title deeds of immovable properties are held in the name of the Company;
ii) The Company does not have any inventory. Thus paragraph 3(ii) of the Order is notapplicable to the Company;
iii) The Company has not granted any loans secured or unsecured to any companiesfirms Limited Liability Partnerships or other parties covered in the register maintainedunder Section 189 of the Act. Accordingly sub clauses (a) (b) and (c) are notapplicable;
iv) The Company has neither granted any loans or made any investments nor has it givenany guarantee or provided security in connection with loan to others;
v) The Company has not accepted any deposits from the public;
vi) In relation to the activity of the Company the Central Government has specifiedmaintenance of cost records under sub-section (1) of section 148 of the Companies Act2013. The Company has made and maintained such accounts and records;
vii) a) The Company is generally regular in depositing undisputed statutory duesincluding provident fund employee's state insurance income tax sales tax service taxduty of customs duty of excise value added tax cess and any other statutory dues withthe appropriate authority;
b) Particulars of disputed dues on account of statutory matters that have not beendeposited are disclosed in the annexure A;
viii) The Company has not defaulted in repayment of loans or borrowing to any financialinstitution banks Government or debenture holders;
ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Further money raised by way ofterm loans during the year were applied for the purpose for which they were raised;
x) During the year no fraud by the company or on the Company by its officers oremployees has been noticed or reported;
xi) The Board of Directors of the Company has reappointed the Executive Director - Mr.Rahul Sagar with effect from 01.02.2016 for a period of 5 years which is subject toapproval of the shareholders. Consequentially the Remuneration and Performance Bonus of '38.61 Lakh for the period 01.02.2016 to 31.03.2016 is subject to approval of hisreappointment by the shareholders.
Subject to the above the managerial remuneration has been paid / provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act 2013
xii) The Company is not a nidhi company. Accordingly paragraph 3(xii) of the Order isnot applicable.
xiii) All transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.
xiv) The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year.
xv) The Company has not entered into non-cash transactions with Directors or personsconnected with them.
xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
| ||for N. M. RAIJI & CO. |
| ||Chartered Accountants |
| ||Firm Regn. No:108296W |
| ||ca. y. n. thakkar |
| ||Partner |
|Place : Mumbai || |
|Date : 28.04.2016 ||Membership No:33329 |