The Members of
UNIVERSAL PRIME ALUMINIUM LIMITED
Report on the Financial Statements
We have audited the accompanying standalone financial statements of Universal PrimeAluminium Limited ('the Company') which comprise the balance sheet as at 31 March 2016the statement of profit and loss and the cash flow statement for the year then ended anda summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (Rsthe ActRs) with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
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 accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the financial statements thatgive a true and 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 the Company'sDirectors as well as evaluating the overall presentation of 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 standalone financial statements.
Basis of qualified opinion
(i) As more detailed in Note no. 18.13 The Company has not established its internalfinancial control over financial reporting considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. The impactof the same on financial statement cannot be reasonable estimated.
(ii) Employee Benefits as on 31st March 2016 are provided on the basis of the Company'srules and not on the basis of Actuarial valuation as required under Accounting Standard 15(revised).The impact of the same on financial statement cannot be reasonable estimated.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in the Basis forQualified Opinion paragraph the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2016 and its profit and its cash flows for the yearended on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes of the financial statements:
(i) Note no. 18.1 forming part of financial statements regarding preparation ofaccounts on RsGoing ConcernRs basis despite discontinuation of manufacturing activity anddisposing off of entire plant and machinery.RsGoing ConcernRs assumption is subject toCompany's ability to set up manufacturing or other facility as described therein.Ouropinion is not qualified in respect of this matter.
(ii) Note no. 18.12 forming part of Financial Statement regarding non-recognition ofinterest income on certain investments for the reasons stated therein. Our opinion is notqualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 (Rsthe OrderRs) issuedby the Central Government of India in terms of sub-section (11) of section 143 of the Actwe give in the Annexure A a statement on the matters specified in the paragraph 3 and 4of 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 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;
d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;
e) On the basis of the written representations received from the directors as on 31March 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2016 from being appointed as a director in terms of Section164 (2) of the Act; f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate report in RsAnnexure BRs; and
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 details of pending litigation under note no. 18.2 whichwould impact its financial position.
ii. The Company did nothave any long-term contracts including derivative contracts forwhich there were anymaterial foreseeable losses.
iii. There are not amounts required to be transferred to investor education andprotection fund in accordance with the relevant provisions of the Companies Act 1956 (1of 1956) and rules made thereunder.
ANNEXURE - A TO THE AUDITORS REPORT
The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone financial statements for the year ended 31 March 2016 we report that:
(i) (a) According to the information and explanations given to us the company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets.
(b) According to information and explanation given to us Company has carried outphysical verification of fixed assets. No material discrepancies were noticed in physicalverification performed.
(c) As informed and explained to us the title deeds of immovable property are held inthe name of the Company
(ii) As informed and explained to us physical verification of inventory is notperformed as the same are lying with third party and not in possession of the Company.
(iii) The company has not given loans secured or unsecured to companies firms orLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act.
Thus sub clause (a) (b) and (c) of clause 3(iii) are not applicable.
(iv) As per the information and explanation given to us Company has complied withprovisions of Section 186 for Inter Corporate Deposit (RsICDRs) given during the year. Asno loan were given to Companies in which Directors are interest provisions of Section 185are not attracted.
(v) As per the information and explanation given to us Company has not accepted anydeposit.
(vi) The clause related to review of cost record is not applicable to the Company asthe Company is not in operation.
(vii) (a) According to the records of the Company the Company is generally regular indepositing amounts deducted/ accrued in the books of account in respect of undisputedstatutory dues including Provident
Fund Employee's State Insurance Income-tax Sales-tax Service Tax Duty of customsDuty of excise Value Added Tax Cess and other material statutory dues except for somedelays in payment of service tax. There was no undisputed outstanding statutory dues as atthe yearend for a period of more than six months from the date they became payable.
(b) According to the records of the Company there are no dues outstanding of SalesTax Income Tax Service Tax Custom duty Wealth Tax Excise duty and Cess on account ofany dispute.
(viii) The Company has not availed any facilities from financial institution or banksor debenture holders and thus the clause (viii) is not applicable to the Company (ix) Noamounts are raised by way of initial public offer or further public offer and term loanand thus the clause (ix) related to utilization of the same is not applicable to theCompany.
(x) As informed and explained to us there are no fraud on or by the company werenoticed or reported during the year.
(xi) No managerial remuneration has been paid by the Company thus the clause (x) ofthe order is not applicable to the Company.
(xii) As the Company is not RsNidhi CompanyRs clause (xi) of the Order is notapplicable to the Company.
(xiii) As per the information and explanation given to us transactions with relatedparties have been done in compliance with provisions of Section 177 and 188 of CompaniesAct 2013 and have been suitably disclosed in the Financial Statement.
(xiv) The Company has not made any preferential allotment of shares and thus clause(xiii) of the Order is not applicable to the Company.
(xv) As per the information and explanation provided to us Company has not enteredinto non-cash transactions with Directors or persons connected with Directors.
(xvi) As per the information and explanation given to us prima facie the Company isrequired to obtain registration under Section 45-IA of the Reserve Bank of India Act 1934.However such registration is not yet obtained.
ANNEXURE - B TO THE AUDITORS REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (Rsthe ActRs)
We were engaged to audit the internal financial controls over financial reporting ofUniversal Prime Aluminium Limited (Rsthe CompanyRs) as of March 31 2016 in conjunctionwith our audit of the financial statement of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on Rsthe 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 IndiaRs. These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit conducted in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (theRsGuidance NoteRs) and the Standards on Auditing to the extent applicable to an audit ofinternal financial controls both issued by the Institute of Chartered Accountants ofIndia. Because of the matter described in Disclaimer of Opinion paragraph below we werenot able to obtain sufficient appropriate audit evidence to provide a basis for an auditopinion on internal financial controls system over financial reporting of the Company.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financialstatements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Disclaimer of Opinion
The Company has not established its internal financial control over financial reportingon criteria based on or considering the essential components of internal control stated inthe Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India. Because of this reason we are unableto obtain sufficient appropriate audit evidence to provide a basis for our opinion whetherthe Company had adequate internal financial controls over financial reporting and whethersuch internal financial controls were operating effectively as at March 31 2016.
We have considered the disclaimer reported above in determining the nature timing andextent of audit tests applied in our audit of the standalone financial statements of theCompany and the disclaimer has affected our opinion on the standalone financialstatements of the Company and we have issued a qualified opinion on the financialstatement.
| ||For SINGHI & CO. |
| ||Chartered Accountants |
| ||Firm Registration No. 302049E |
| ||S. Chandrasekhar |
|Place : Mumbai ||Partner |
|Dated : 30th May 2016 ||Membership No. 007592 |