To the Members of K.Dhandapani & Co. Ltd Report on the Financial Statements
We have audited the accompanying financial statements of K.Dhandapani & Co. Ltd ("theCompany") which comprise the Balance Sheet as at March 31 2015 and the Statementof Profit and Loss for the year then ended and a summary of significant accountingpolicies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters in section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating 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 there under.
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 performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment 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 true and fair view in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe 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.
Basis of Qualified Opinion
During the FY 2012-13 the company has paid dividend at the rate of 220% of the equityshare capital amounting to Rs.7.09 Crores. The dividend was paid out of reserves and sharecapital due to absence of profits (Reference invited to Note. No. 17 - Part2 - SubNote.5)
The dividend is in excess of the limits specified in companies (Declaration of dividendout of reserves) Rules 1975. The company has not sought prior permission of centralgovernment u/s 205A of the companies Act 1956 and the company has filed a petition forcompounding of offences before the appropriate authorities on 13th November2013. The penal consequence (if any) is not ascertained at this stage.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of matter described in the basis of Qualified Opinionparagraph the financial statements give the information required by the Act in the mannerso required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:
(a) in the case of the Balance Sheet of the state of affairs of the Company as atMarch 31 2015;
(b) in the case of the Profit and Loss Account of the profit for the year ended onthat date;
(c) in case of the cash flow statement of the cash flows for the year ended on thatdate.
Report on Other Legal and Regulatory Requirements
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 appears from our examination of those books (and proper returns adequatefor the purposes of our audit have been received from the branches not visited by us)
c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by 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) The going concern matter described in sub-paragraph (b) under the Emphasis ofMatters paragraph above in our opinion may have an adverse effect on the functioning ofthe Company.
g) On the basis of written representations received from the directors as on 31 March2015 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2015 from being appointed as a director in terms of Section 164(2) of theAct.
|Place: Bengaluru ||P. B. Vijayaraghavan & Co. |
|Date: ||Chartered Accountants |
| ||FRN: 004721S || |
| ||P.B.Ananthachariar || |
| ||Partner || |
| ||M. No. 026633 || |
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT
Referred to in paragraph 1 of our report of even date
i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;
(b) Fixed assets have been physically verified by the management at reasonableintervals; no material discrepancies were noticed on such verification.
ii) The company doesn't have any inventory during the year and hence this clause is notapplicable.
iii) (a) The company has not granted loans secured or unsecured to firms or otherparties covered in the register maintained under section 189 of the Companies Act 2013
iv) in our opinion and according to the information and explanations given to us thereare adequate internal control systems commensurate with the size of the company and thenature of its business for the purchase of inventory fixed assets and for sale of goodsand services. During the course of our audit we have not observed any continuing failureto correct major weaknesses in internal control system.
v) The company has not accepted any deposits from public during the year. Hence theprovisions of section 73 to 76 or any other relevant provisions of the Companies Act 2013are not applicable.
vi) The Central Government has not prescribed maintenance of Cost Records under section148(1) of the Companies Act 2013.
vii) a) The company has been generally regular in depositing undisputed statutory duesincluding Income Tax Sales Tax/ Value Added Taxes Wealth Tax Service Tax
Customs Duty Excise Duty Cess Entry Tax and other statutory dues with theappropriate authorities in India.
b) At the end of the financial year there were no dues of Sales Tax Income TaxCustoms Duty Wealth Tax Service Tax Excise Duty and Cess which have not been depositedon account of any dispute.
c) No amount is required to be transferred to investor education and protection fund asthere are no unpaid balances in the books of the company.
viii) The company has been incorporated for a period less than 5 years and hence thisclause is not applicable.
ix) In our opinion and according to the information and explanation given to us theCompany has not defaulted in repayment of dues to any financial institution banks duringthe year.
x) According to the information given to us the company has not given any guaranteefor loans taken by others from banks or financial institutions.
xi) No term loans were obtained by the company during the year.
xii) According to the information and explanations given to us no fraud on or by theCompany has been noticed or reported during the course of our audit.
|Place: Bengaluru ||P. B. Vijayaraghavan & Co. |
|Date: ||Chartered Accountants |
| ||FRN:004721S |
| ||P.B.Ananthachariar |
| ||Partner |
| ||M. No. 026633 |