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Auditor Report of Kiri Industries Ltd.
Mar 31, 2025
We have audited the accompanying standalone financial
statements of Kiri Industries Limited ("the Company"), which
comprise the Balance Sheet as at March 31,2025, the Statement
of Profit and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the Statement of Cash
Flows for the year ended on that date, and a summary of the
material accounting policies and other explanatory information
(hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 ("the Act") in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, ("Ind
AS") and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31,2025, the net
profit and other comprehensive loss, changes in equity and the
cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SA''s) specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities
for the Audit of the standalone financial statements section of our
report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants
of India (ICAI) together with the ethical requirements that are
relevant to our audit of the standalone financial statements under
the provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI''s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the standalone
financial statements.
Emphasis of Matter
1. We draw attention to various court cases and judgments
in relation to disputes between the Company and DyStar
Global Holdings (Singapore) Pte. Ltd. (DyStar) & Senda
International Capital Ltd. (Senda)
The Singapore International Commercial Court ("SICC"), in its
judgment dated March 3, 2023 (the "Valuation Judgment"),
determined the fair value of the Company''s 37.57% stake in
DyStar to be USD 603.80 million, an increase of USD 122.20
million over the previously determined value of USD 481.60
million in the SICC''s judgment dated June 21,2021.
Following Senda''s failure to complete the buyout of the
Company''s stake in DyStar, the Company filed an alternate
relief application on July 23, 2023, seeking enforcement of
the Valuation Judgment. Hearings took place on January
24 and 25, 2024. Subsequently, on February 23, 2024, the
SICC issued an interim order directing that the respective
shareholdings in DyStar held by the Company and Senda
(collectively, the "Shares") be sold en bloc, with Mr. Matthew
Stuart Becker, Mr. Lim Loo Khoon, and Mr. Tan Wei Cheong
of Deloitte & Touche LLP appointed as joint and several
Receivers to manage and facilitate the sale.
On May 20, 2024, the SICC issued its final order and grounds
of decision in continuation of the interim order, providing
the following directives:
a) The en bloc sale of DyStar shall proceed without a
reserve price.
b) The sale must be completed by the long-stop date of
December 31, 2025.
c) The proceeds of sale, after deduction of receiver
remuneration and sale expenses, shall be distributed
as follows:
⢠Kiri Industries Limited shall receive USD 603.8
million in priority; and
⢠Senda shall receive any remaining balance.
d) The Court denied claims for interest on the buyout
amount and for any advance payment from DyStar to
the Company.
The Company has filed an appeal with the Court of Appeal
(Singapore Supreme Court) against the SICC''s decision not
to award interest on the buyout amount. Senda has also
filed an appeal challenging the SICC''s decision to award
priority payment of USD 603.8 million to the Company.
In a subsequent judgment dated August 29, 2024, the SICC
ruled that:
a) Senda shall pay the Company S$360,050 in legal costs
and reimburse disbursements totaling S$ 17,053.81
and USD 6,415.18.
b) The Company shall pay DyStar S$ 125,705 in legal
costs and disbursements totaling S$8,126.91 and
USD1,223.57.
In its judgment dated January 31, 2025, the Singapore
Supreme Court:
a) Dismissed Senda''s appeal against the priority payment;
b) Upheld the Company''s entitlement to interest on the
buyout amount at the rate of 5.33% per annum on
USD 603.80 million, accruing from September 3, 2023
until the date of payment.
In the process of en bloc sale of DyStar, Zhejiang Longsheng
Group Co., Ltd ("Purchaser") has entered into a Share
Purchase Agreement ("SPA") on May 29, 2025 with Mr.
Matthew Stuart Becker, Mr. Lim Loo Khoon, and Mr. Tan Wei
Cheong of Deloitte & Touche LLP, acting as court-appointed
joint and several receivers ("Receivers"), and Kiri Industries
Limited ("the Company").
Under the terms of the agreement, the Purchaser has
agreed to acquire 2,623,354 equity shares, representing
37.57% of the paid-up share capital of DyStar held by the
Company, for a base consideration of USD 676,260,000.
An additional consideration of USD 20,287,800 is payable
by the Purchaser to address any shortfall in the base
consideration or to fulfil the Purchaser''s obligations under
the SPA. The total consideration for the transaction may also
be further adjusted pursuant to the terms of the SPA. The
long-stop date for the fulfilment or waiver of the last of the
conditions in the SPA is scheduled for October 2, 2025, and
may be extended, if required, up to November 3, 2025 (or
such other date as the Receivers and Purchaser may agree
in writing). This transaction is subject to customary closing
conditions and, where applicable, regulatory approvals
and hence dependent on purchaser''s ability to fulfill the
conditions required for execution of SPA.
2. We draw attention to Facility Agreement entered the
Company with Claronex Holdings Pte. Ltd., a wholly
owned overseas subsidiary of the Company ("Borrower" /
"Claronex"), Mr. Manishkumar P Kiri ("Promoter"), Meritz
Securities Co., Ltd. and TCM Asia Private Credit Fund VCC
(collectively, "Lenders") and BNP Paribas (acting through
its Singapore branch) (as the "Agent" and "Security Agent
(Singapore)") and Catalyst Trusteeship Limited ("Security
Agent (India)"), in relation to the credit facilities of USD130
Million availed by the Borrower.
The Company entered into following agreements for securing
credit facility provided to Borrower:
a) Corporate guarantee dated September 4, 2024 was executed
by the Company in favour of the Security Agent (India) for
guarantee amount of USD 169 million till 31st March, 2025
and USD178.10 million thereafter till date of repayment of
the Facility;
b) Non-disposal undertaking dated September 4, 2024 was
executed between the Company, Indo Asia Copper Limited,
a step-down subsidiary of the Company ("IACL") and
Security Agent (India) for non-disposal of shareholdings of
the Company in IACL;
c) Security agreement dated September 4, 2024 was entered
into by the Company with the Security Agent (Singapore)
in relation to present and future shares of Dystar held by
the Company and other rights in relation to such shares and
First fixed charge over all present and future shares of the
Borrower owned by the Company, together with all related
rights thereto in favour of the Security Agent (Singapore);
d) A deed of hypothecation dated September 4, 2024 was
entered into by the Company in favour of the Security Agent
(India) together with a power of attorney in relation to the
hypothecated assets such as First ranking charge by way of
hypothecation over the escrow account in India, in favour of
the Security Agent (India);
The aforesaid credit facility has been secured by following
security:
a) First fixed charge over the selected assets owned by the
Company by the way of assignments and securities in favour
of the Security Agent (Singapore);
b) First fixed charge over all present and future shares of the
Borrower owned by the Company, together with all related
rights thereto in favour of the Security Agent (Singapore);
c) First ranking charge by way of hypothecation over the
escrow accounts in India for the purpose of the Facility
Agreement and other documents in relation thereto (and all
amounts lying to the credit of such escrow account including
any fixed deposits etc.) held by the Company, together with
a power of attorney in relation to the hypothecated assets,
in favour of the Security Agent (India).
d) Security by way of assignment by the Borrower of all its rights
under any definitive agreements pertaining to subscription
or transfer of IACL shares to be held by it and any disposal
proceeds of the Borrower over the shares of IACL in favour
of the Security Agent (Singapore);
e) First fixed charge over the escrow account of the Borrower in
Singapore and any other accounts of the Borrower held with
any bank or financial institution in favour of the Security
Agent (Singapore);
f) First fixed charge over all permitted financial investments of
the Borrower, as set out in the Facility Agreement, in favour
of the Security Agent (Singapore);
g) First floating charge by the Borrower over all its assets
(excluding the shares of IACL) in favour of the Security
Agent (Singapore);
h) Non-disposal undertaking by the Company over all the
shares held / to be held by it in IACL;
i) Non-disposal undertaking by the Borrower over all the
shares to be held by it in IACL;
j) Unconditional and irrevocable corporate guarantee by the
Company;
k) Unconditional and irrevocable personal guarantee by
Mr. Manish Kiri, promoter of the Company;
Our Opinion is not modified in respect of the above matters.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. Against
Key audit matter, our description of how our audit addressed the
matter is provided in that context.
We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor''s responsibilities
for the audit of the standalone financial statements section of
our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the Standalone financial statements.
The results of our audit procedures, including the procedures
performed to address the matter below, provide the basis of our audit opinion on the accompanying financial statement.
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Inventory of Raw material and Finished Goods |
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We refer to material accounting policies on inventory and Inventories are considered as Key Audit Matter due to nature of |
To address the matter our audit procedure included amongst others: > Assessing the compliance of accounting policies over > Assessing the inventory valuation process and practices. > Assessing the analysis and assessment made by > Discussion with those charged with responsibility of > Expert opinion obtained by the company on the > Justification of management estimates and Judgements. > Assessing the effectiveness of perpetual and physical |
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Assessment of Trade Receivables |
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We refer to material accounting policies on trade Trade receivables amounting to '' 9,535.76 lakhs are considered Management performed a detailed analysis considering |
To address the matter our audit procedure included amongst others: > Obtaining an understanding of and evaluating the > We evaluated the management''s assessment on the > We tested the ageing of trade receivables at the end of > We assessed the ageing of trade receivables and advances, > We also obtained evidence of any disputes between the > We also tested the subsequent settlements and the latest |
We have determined that there are no other Key Audit Matters to communicate in our report.
Information other than the Standalone Financial Statements
and Auditor''s Report thereon
The Company''s Management and Board of Directors are
responsible for the preparation of the other information. The
other information comprises the information included in the
Management Discussion and Analysis, Director''s Report including
Annexures thereto, Business Responsibility & Sustainbility Report,
Corporate Governance and Shareholder''s Information, but does
not include the standalone financial statements and our auditor''s
report thereon.
Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance / conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements
or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information we are required to report
that fact. We have nothing to report in this regard.
Responsibilities of the management for the Standalone
Financial Statements
The Company''s Management and Board of Directors are
responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with the
Ind AS and other accounting principles generally accepted in
India. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments 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 standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is
responsible for assessing the Company''s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the
Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Standards on Audit
(SAs) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these standalone financial statements.
As part of an audit in accordance with Standards on Audit (SAs),
we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
> I dentify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
> Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls system in place and the operating
effectiveness of such controls.
> Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
> Conclude on the appropriateness of management''s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company''s ability to
continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our
auditor''s report to the related disclosures in the standalone
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
> Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect
of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor''s report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1. As required by the Companies (Auditors'' Report) Order,
2020 ("the Order") issued by Central Government in terms
of sub-Section (11) of section 143 of the Act, we give in
"Annexure-1", a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
2. (A) 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 accounts 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, Statement of Profit and Loss
including statement of other comprehensive
income, Cash Flow Statement and the Statement
of Changes in Equity dealt with by this Report are
in agreement with the books of accounts;
d. In our opinion, the aforesaid Standalone financial
statements comply with the Indian Accounting
Standards specified under section 133 of the Act,
read with the Companies (Indian Accounting
Standards) Rules 2015, as amended;
e. On the basis of written representations received
from the directors as on March 31, 2025, and
taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,
2025, 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 with reference to these standalone
financial statements and the operating
effectiveness of such controls, refer to our
separate report in "Annexure-2" to this report.
g. In our opinion the managerial remuneration for
the year ended March 31, 2025 has been paid/
provided by the company to its directors in
accordance with the provisions of Section 197
read with Schedule V to the Act.
(B) 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,
as amended, 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 its
standalone financial statements.
ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses on
long-term contracts.
iii. There has been no delay in transferring amounts,
required to be transferred to the Investors
Education and Protection Fund by the company.
iv. (a) The management has represented that,
to the best of it''s knowledge and belief,
other than as disclosed in the notes to the
accounts, no funds have been advanced or
loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the company to or in
any other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that,
to the best of it''s knowledge and belief,
other than as disclosed in the notes to the
accounts, no funds have been received
by the company from any person(s) or
entity(ies), including foreign entities
("Funding Parties"), with the understanding,
whether recorded in writing or otherwise,
that the company shall, whether, directly
or indirectly, lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
(c) Based on such audit procedures considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused them to believe that
the representations under sub-clause (a)
and (b) contain any material mis-statement.
v. The company has not declared dividend or paid
during the year.
vi. Based on our examination which included test
checks, except for the instances mentioned
below, the Company has used accounting
softwares for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective softwares.
The feature of recording audit trail was not enabled at
the database layer to log any direct data changes for the
accounting software used for maintaining the books of
accounts
The audit trail was not enabled for certain changes which
were performed by users having privilege access rights
related to debug access, for the accounting software used
for maintaining the books of accounts. Further, for the
period where audit trail (edit log) facility was enabled and
operated through-out the year for the respective accounting
softwares, we did not come across any instance of the audit
trail feature being tampered with.
For, Pramodkumar Dad & Associates
Chartered Accountants
Abhishek Dad
Partner
MRN: 131918
Place: Ahmedabad FRN: 115869W
Date: May 30, 2025 UDIN: 25131918BMGXRU4100
Mar 31, 2024
We have audited the accompanying standalone financial statements of Kiri Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the material accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the loss including total comprehensive income, changes in equity and the cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SA''s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone financial statements.
Emphasis of Matter
1. We draw attention to various court cases and judgments in relation to disputes between Kiri Industries Ltd., ("the Company") and DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar") & Senda International Capital Ltd. ("Senda")
The Singapore International Commercial Court ("SICC") vide its judgement dated March 3, 2023 ("valuation judgement") has confirmed the final value of Company''s 37.57% stake in DyStar as US$603.80 million as against US$481.60 million, which was valued by the SICC vide its judgement dated June 21, 2021 which was significantly increased by US$122.20 million.
Senda not able to complete buyout of the Company''s stake in DyStar, therefore the Company has filed application on July 23, 2023 for enforcement of valuation judgement with SICC. After submissions by parties, hearing of enforcement proceedings took placed on January 24 and 25, 2024, SICC delivered interim judgment on February 23, 2024:
Brief points of order are reproduced below:
(i) The respective shareholdings (collectively, the "Shares") in DyStar belonging to the Company and Senda are to be sold en-bloc within such period as the Court may determine. For the avoidance of doubt, the en-bloc sale of the Shares will not be subject to a reserve price and "en-bloc sale" in this context shall mean the execution of a binding and enforceable sale and purchase agreement for the Shares.
(ii) Mr. Matthew Stuart Becker, Mr. Lim Loo Khoon and Mr. Tan Wei Cheong of Deloitte & Touche LLP are appointed as joint and several receivers (collectively, the "Receivers") over the Shares to manage and control the Shares to the extent necessary for the purpose of the en-bloc sale. The
Receivers shall have conduct of the en-bloc sale and shall be empowered to:
(a) execute all documents necessary for the purposes of the en-bloc sale;
(b) give such directions to the Board of Directors and Company Secretary of DyStar as may be necessary to facilitate the en-bloc sale; and
(c) engage such professionals and advisors as may be appropriate in the Receivers'' judgment to advise and assist the Receivers with the en-bloc sale.
(iii) The Receivers'' costs and disbursements will be subject to assessment by the Court in the event they are disputed by any or both of the Company and Senda, and shall be paid from the proceeds of sale, subject to any interim payments ordered by the Court which shall be borne and paid by the Company and Senda equally.
(iv) Within two weeks of the Receivers'' appointment, the Receivers shall notify the Court and the parties as to how much time they require to advise on the estimated period required to enter into an en bloc sale. The Court shall then fix the time within which the Receivers shall notify the Court and the parties as to the estimated period they require to enter into an en bloc sale, and following notification and after hearing from the parties the Court shall fix the longstop date by which the en bloc sale is to have been entered into.
(v) The Company, DyStar and Senda shall cooperate with the Receivers and render all such assistance as the Receivers may require for the purpose of the en-bloc sale including, but not limited to, the provision of information and documents; the procuring of all necessary approvals; and the execution of all necessary documents for this purpose.
As on March 31, 2024, further order by SICC in continuation of interim order was awaited.
2. We draw attention to cash loss incurred by the company during the year under review, cash losses in previous financial year and also losses in the last three financial years. We have been informed by the management of the company that the business of the company is cyclical in nature and is affected either favorably or adversely by various local and global factors. The main reasons for losses are the operating losses due to disturb supply chain along with an ongoing logistic issues which affected the export sales, increases in raw material prices without corresponding increase in the sales prices, sluggish demand in overseas market due to ongoing war between Russia-Ukraine and latest Israel-Gaza which affected entire European market and the significant litigation costs incurred to protect the economic interest in the investment in the overseas associate namely DyStar Global Holdings (Singapore) Pte. Ltd. Further repayment of loan amounting to ? 128.03 Crore during these last few years has squeezed company''s cash reserves. However, the realizable value of the assets including investment in overseas associate is significantly higher than the liabilities as ascertained by Singapore International Commercial Court in its Judgment. On discussion regarding risk assessment, the management of the company informed us that the company is able to realise its assets and discharge its liabilities in the normal course of business and the management does not intend to liquidate the company or cease its operations. However, the continuance of the business as a going concern is dependent upon the company''s ability to generate adequate profits to wipe off the accumulated losses of the company
Our Opinion is not modified in respect of the above matters. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Against Key audit matter, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements.
The results of our audit procedures, including the procedures performed to address the matter below, provide the basis of our audit opinion on the accompanying financial statement.
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Inventory of Raw material and Finished Goods |
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We refer to material accounting policies on inventory and Note No. 1.12. Inventories are considered as Key Audit Matter due to nature of business, technical indicators governing inventory valuation, size of Balance sheet and because inventory valuation involves management judgement. According to accounting policy followed by the company, inventories are valued at lower of cost or market value. Cost comprise in addition to other things, overheads related to material, labour and other overheads. The company has specific procedures to identify risk for obsolescence and valuation of inventories. |
To address the matter our audit procedure included amongst others: > Assessing the compliance of accounting policies over inventory with applicable accounting standards. > Assessing the inventory valuation process and practices. > Assessing the analysis and assessment made by management with respect to slow moving or obsolete stock. > Discussion with those charged with responsibility of overlooking inventory management process. > Expert opinion obtained by the company on the technicalities of matter. > Justification of management estimates and Judgements. > Assessing the effectiveness of perpetual and physical inventory verification process. |
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Assessment of Trade Receivables |
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2 |
We refer to material accounting policies on trade receivables and Note No.1.13 Trade receivables amounting to ? 6,818.51 lakhs are considered as Key Audit Matter as they represent approx. 32 % of the current assets of the company. Significant management judgement is required to assess the recoverability of trade receivables. Management performed a detailed analysis considering customer''s ageing profile, existence of disputes, credit history, increase in competition, historical payment pattern, forward-looking information for the estimation of expected credit losses on its trade receivables and any other available information concerning the creditworthiness of counterparties. Management uses this information to determine whether a provision for impairment is required either for a specific transaction or for a customer''s balance overall. The accounting policies, accounting judgements and estimates and disclosures of trade receivables are included in Note No. 05 and 10 to the financial statements. |
To address the matter our audit procedure included amongst others: > Obtaining an understanding of and evaluating the company''s process and control over the collection and the assessment of the recoverability of trade receivables. > We evaluated the management''s assessment on the expected credit loss of trade receivables with reference to the historical payment records, credit history of the company''s customers and the correspondence with customers. > We tested the ageing of trade receivables at the end of the reporting period on a sampling basis. > We assessed the ageing of trade receivables and advances, the customer''s historical payment patterns and whether any post year-end payments have been received up to the date of completing our audit procedures. > We also obtained evidence of any disputes between the parties involved, attempts by management to recover the amounts outstanding and on the credit status of significant counterparties wherever available. > We also tested the subsequent settlements and the latest amounts of revenue certified by customers on a sampling basis. |
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the management for the Standalone Financial Statements
The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with Standards on Audit (SAs) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with Standards on Audit (SAs), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
> Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
> Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
> Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
> Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
> Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by Central Government in terms of sub-Section (11) of section 143 of the Act, we give in "Annexure-1", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. (A) 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 accounts
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, Statement of Profit and Loss including statement of other comprehensive income, Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts;
d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules 2015, as amended;
e. On the basis of written representations received from the directors as on March 31, 2024, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024, 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 with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate report in "Annexure-2" to this report.
g. In our opinion the managerial remuneration for the year ended March 31, 2024 has been paid/ provided by the company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act.
(B) 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, as amended, 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 its standalone financial statements.
ii. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses on long-term contracts.
iii. There has been no delay in transferring amounts, required to be transferred to the Investors Education and Protection Fund by the company.
iv. (a) The management has represented
that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and (c) Based on such audit procedures considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused them to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.
v. The company has not declared dividend or paid during the year.
vi. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares.
The feature of recording audit trail was not enabled at the database layer to log any direct data changes for the accounting software used for maintaining the books of accounts The audit trail was not enabled for certain changes which were performed by users having privilege access rights related to debug access, for the accounting software used for maintaining the books of accounts. Further, for the period where audit trail (edit log) facility was enabled and operated through-out the year for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with.
For, Pramodkumar Dad & Associates
Chartered Accountants
Pramod Dad
Partner MRN: 038261
Place: Ahmedabad FRN: 115869W
Date: May 30, 2024 UDIN: 24038261BKHHZP3205
Mar 31, 2023
INDEPENDENT AUDITOR''S REPORT
To,
The Members
KIRI INDUSTRIES LIMITED
REPORT ON THE AUDIT OF THE STANDALONE
FINANCIAL STATEMENTS
Opinion
We have audited the accompanying standalone financial
statements of Kiri Industries Limited ("the Company"),
which comprise the Balance Sheet as at March 31,
2023, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year ended
on that date, and a summary of the significant accounting
policies and other explanatory information (hereinafter
referred to as "the standalone financial statements").
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("the Act") in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at March 31, 2023, the loss including total
comprehensive income, changes in equity and the cash
flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SA''s) specified under section 143(10) of the
Act. Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for
the Audit of the standalone financial statements section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India (ICAI) together with the
ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the
Act and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Emphasis of Matter
1. We draw attention to various court cases and
judgments in relation to disputes between Kiri
Industries Ltd., ("the Company") and DyStar Global
Holdings (Singapore) Pte. Ltd. ("DyStar") & Senda
International Capital Ltd. ("Senda")
⢠The Court of Appeal (the Supreme Court of
Singapore) vide its judgement dated July 6, 2022
has dismissed all points in three appeals filed by
Senda and allowed majority two of the appeal
issues filed by the Company.
⢠In another judgment, the Court of Appeal
(the Supreme Court of Singapore) vide its
judgement dated November 25, 2022 in favour
of the Company uphelding the earlier cost
judgement of SICC.
⢠The Singapore International Commercial Court
("SICC") vide judgement dated February 8, 2023
has decided computation base of 53,550 tonnes
annually to be considered for computation of
patent licence fees.
⢠Senda has failed to make payment of cost amount
awarded to the Company and failed to comply
within deadlines given till 20 January 2023. The
Company has filed Writ of Seizure and Sale of
Senda''s shares held in DyStar to the extent of
recovery of cost awarded by SICC and Singapore
Supreme Court on January 20, 2023.
⢠The SICC vide its judgement dated March 3,
2023 has confirmed the final value of Company''s
37.57% stake in DyStar as US$603.80 million as
against US$481.60 million, which was valued by
the SICC vide its judgement dated June 21, 2021
which is now significantly increased by US$122.20
million. We do not express any form of assurance/
conclusion thereon with respect to performance/
honour of SICC judgment by other party.
⢠The Court of Appeal (the Supreme Court of
Singapore) dismissed both the appeals, an appeal
of the Company as well as an appeal of DyStar vide
judgement dated April 14, 2023. The Company
and DyStar had filed appeals against SICC
judgement dated September 24, 2021, dismissing
the Company''s counterclaim of pertaining to
whether the Company being treated as preferred
supplier against DyStar in SIC/7.
⢠The defamation suit filed by the Company against
the DyStar, Senda & MLS India & their respective
directors/officers is pending with City Civil
Court, Ahmedabad.
2. We draw attention to cash loss incurred by the
company during the year under review and also losses
in the current financial year and previous financial
year. We have been informed by the management
of the company that the business of the company
is cyclical in nature and is affected either favourably
or adversely by various local and global factors. The
main reasons for losses are the operating losses due
to a squeeze on margins, slack demand, recession in
Europe, USA & elsewhere and the significant litigation
costs incurred to protect the economic interest in the
investment in the overseas associate namely DyStar
Global Holdings (Singapore) Pte. Ltd. However, the
realizable value of the assets including investment
in overseas associate is significantly higher than
the liabilities as ascertained by Supreme Court of
Singapore in its Judgment. On discussion regarding
risk assessment, the management of the company
informed us that the company is able to realise its
assets and discharge its liabilities in the normal course
A ¦ - '' â¢
of business and the management does not intend to
liquidate the company or cease its operations.
Our Opinion is not modified in respect of the above
matters.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period.
These matters were addressed in the context of our audit
of the standalone financial statements as a whole, and
in forming our opinion thereon, and we do not provide
a separate opinion on these matters. Against Key audit
matter, our description of how our audit addressed the
matter is provided in that context.
We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor''s responsibilities for the audit of the standalone
financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the
Standalone financial statements.
Information other than the Standalone Financial
Statements and Auditor''s Report thereon
The Company''s Management and Board of Directors are
responsible for the preparation of the other information.
The other information comprises the information included
in the Management Discussion and Analysis, Director''s
Reportincluding Annexures thereto, Business Responsibility
Report, Corporate Governance and Shareholder''s
Information, but does not include the standalone financial
statements and our auditor''s report thereon.
Our opinion on the standalone financial statements does
not cover the other information and we do not express any
form of assurance/conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of the management for the Standalone
Financial Statements
The Company''s Management and Board of Directors
are responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these
standalone financial statements that give a true and fair
view of the financial position, financial performance, total
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments 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 standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements,
management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the
Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor''s report
that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an
audit conducted in accordance with Standards on Audit
(SAs) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
standalone financial statements.
As part of an audit in accordance with Standards on Audit
(SAs), we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
> Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.
> Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls system in place
and the operating effectiveness of such controls.
> Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
> Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report
to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our
auditor''s report. However, future events or conditions
may cause the Company to cease to continue as
a going concern.
> Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the standalone
financial statements represent the underlying
transactions and events in a manner that achieves
fair presentation.
Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
financial statements may be influenced. We consider
quantitative materiality and qualitative factors
in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the
financial statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor''s report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences
of doing so would reasonably be expected to
outweigh the public interest benefits of such
communication.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1. As required by the Companies (Auditors'' Report) Order,
2020 ("the Order") issued by Central Government in
terms of sub-Section (11) of section 143 of the Act,
we give in "Annexure-1", a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
2. (A) 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 accounts
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, Statement of Profit
and Loss including Statement of other
comprehensive income, Cash Flow
Statement and the Statement of Changes
in Equity dealt with by this Report are in
agreement with the books of accounts;
d. In our opinion, the aforesaid standalone
financial statements comply with the
Indian Accounting Standards specified
under section 133 of the Act, read with the
Companies (Indian Accounting Standards)
Rules 2015, as amended;
e. On the basis of written representations
received from the directors as on March
31, 2023, and taken on record by the Board
of Directors, none of the directors are
disqualified as on March 31, 2023, 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 with reference to these
standalone financial statements and the
operating effectiveness of such controls,
refer to our separate report in "Annexure-2"
to this report.
g. In our opinion the managerial remuneration
for the year ended March 31, 2023 has
been paid/ provided by the company
to its directors in accordance with the
provisions of Section 197 read with
Schedule V to the Act.
(B) 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, as amended, 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 its standalone financial statements.
ii. TheCompany has made provision,asrequired
under the applicable law or accounting
standards, for material foreseeable losses on
long-term contracts.
iii. There has been no delay in transferring
amounts, required to be transferred to the
Investors Education and Protection Fund
by the company.
iv. (a) The management has represented
that, to the best of it''s knowledge and
belief, other than as disclosed in the
notes to the accounts, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the company ("Ultimate Beneficiaries")
or provide any guarantee, security
or the like on behalf of the
Ultimate Beneficiaries;
(b) The management has represented,
that, to the best of it''s knowledge and
belief, other than as disclosed in the
notes to the accounts, no funds have
been received by the company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"),
with the understanding, whether
recorded in writing or otherwise, that
the company shall, whether, directly
or indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Party ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
(c) Based on such audit procedures
considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused them to
believe that the representations under
sub-clause (a) and (b) contain any
material mis-statement.
v. The company has not declared dividend or
paid during the year.
vi. As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable for the
Company w.e.f. April 01, 2023, reporting
under this clause is not applicable.
For, Pramodkumar Dad & Associates
Chartered Accountants
CA Pramod Dad
Partner
MRN: 038261
Place: Ahmedabad FRN: 115869W
Date: May 30, 2023 UDIN:23038261BGZGAY1511
Mar 31, 2018
Independent Auditor''s Report
To
The Members of
Kiri Industries Ltd. Report on the Financial Statements
We have audited the accompanying Standalone Ind AS financial statements of Kiri Industries Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Ind AS Financial Statements").
Management''s Responsibility for the Financial Statements
Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), Profit (financial performance including Other Comprehensive Income), cash flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.
This responsibility also includes the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS 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.
In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions 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 Standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS 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 Standalone Ind AS financial statements that give true and fair view 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 Company''s Directors, as well as evaluating the overall presentation of the Standalone Ind AS 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 Standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Standalone Ind AS 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 including Ind AS:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;
(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.
Other Matter
The comparative financial information of the company for the year ended 31st March 2017 and the transition date opening balance sheet as 1st April 2016 included in these Standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards), Rules, 2006 audited by another firm of auditors whose report for year ended 31st March 2017 and 31st March 2016 dated May 25, 2017 and May 30, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors'' Report) Order,
2016 ("the Order") issued by Central Government of India in terms of sub-Section (11) of section 143 of the Act, we give in "Annexure-1", a statement on the matters specified in paragraphs 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 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, Statement of Profit and Loss, Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d. in our opinion, the aforesaid Standalone Ind AS financial statement comply with the Indian Accounting Standards 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 as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, 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-2"
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, as amended, 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 its financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
Annexure-1 to The Independent Auditors'' Report for the year ended March 31, 2018
(Referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report of even date on the Standalone Ind AS financial statements of the company for the year ended March 31, 2018.)
On the basis of such checks as we considered appropriate, according to the information and explanation given to us by the management and on the basis of examination of books of accounts during the course of our audit, we report that:
1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.
(b) Fixed assets were physically verified during the year by the management at reasonable intervals; no material discrepancies were noticed on such verification.
(c) All the title deeds of immovable properties are held in the name of the company except an Agricultural Land intended for Industrial purpose held in the name of the Chairman of the company in his fiduciary capacity as per section 88 of the Indian Trust act 1882. Pending necessary approval for conversion of agricultural land into non agricultural land.
2. (a) Inventories have been physically verified during the year by the management at reasonable intervals; and
(b) No material discrepancy was noticed on physical verification of stocks by the management and company is generally maintaining proper records of the inventories.
3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses 3(a), 3(b) and 3(c) of the order are not applicable to the Company.
4. The company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
5. The company has not accepted any deposits under section 73 to 76 or any other relevant provision of the companies act during the concerned financial year.
6. We have been informed that maintenance of cost records under sub-section 1 of section 148 of the Companies Act 2013 is mandatory to the company and the cost records are maintained by the company. However we have not made the detailed examination of the cost records with a view to determine whether they are accurate or complete.
7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding undisputed statutory dues as on March 31, 2018 for a period of more than six months from the date they became payable.
(b) There are no disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities. According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, service tax, value added tax, customs duty, excise duty on account of any dispute, are as follows.
|
Sr No. |
Name of the Statute |
Section under which dispute is pending |
Period to which amount relates (FY) |
Amount (Rs. in Lakhs) |
Forum where the dispute is pending |
|
1 |
Income Tax Act, 1961 |
143 (3) |
2002-03 |
36.99 |
Income Tax Appellate Tribunal |
|
143 (3) |
2005-06 |
53.67 |
Income Tax Appellate Tribunal |
||
|
271(1)(c) |
2005-06 |
53.67 |
Income Tax Appellate Tribunal |
||
|
143 (3) |
2007-08 |
4.78 |
Income Tax Appellate Tribunal |
||
|
143 (3) |
2008-09 |
21.18 |
Income Tax Appellate Tribunal |
||
|
143 (3) |
2009-10 |
19.89 |
Income Tax Appellate Tribunal |
||
|
271(1)(c) |
2009-10 |
0.88 |
Commissioner of Income Tax (Appeals) |
||
|
143 (3) |
2010-11 |
316.06 |
Income Tax Appellate Tribunal |
||
|
2 |
The Central Excise Act, 1944 |
CENVAT Refund |
2009-10 |
341.08 |
High court |
|
2009-10 |
83.74 |
Central Excise and Service Tax Appellate Tribunal |
|||
|
2010-11 |
255.23 |
Central Excise Commissioner Appeal |
|||
|
2010-11 |
153.73 |
High Court |
|||
|
Similar Goods |
2010-11 |
344.00 |
Central Excise Commissioner Appeal |
||
|
2011-12 |
4.09 |
Central Excise Commissioner Appeal |
|||
|
Outward Transportation of Finished Goods |
2013-14 |
2.17 |
Custom, Excise and Service Tax Appellant Tribunal, Ahmedabad |
||
|
3 |
The Gujarat VAT Act, 2003 |
VAT Liabilities |
2007-08 |
62.39 |
Gujarat Value Added Tax Tribunal |
8. The Company has not defaulted in repayment of dues to any bank or debenture holder.
9. The Company has not raised money through initial public offer nor taken any term loan during the year. Hence, the question of application of funds for the purpose for which these were borrowed does not arise.
10. No fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.
11. During the year under review, the company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of the section 197 read with schedule V to the companies act.
12. The company is not Nidhi Company, therefore it is not required to follow Nidhi Rule, 2014.
13. The transactions with related party are in compliance with sections 177 and 188 of the Companies Act, 2013.
14. The Company has made preferential allotment to a firm of promoter group by way of conversion of share warrants into equity shares for which the requirements of section 42 of the companies act 2013 and SEBI guidelines have been complied with and the amount raised have been used for the purposes for which the funds were raised in the year of receipt.
15. The Company has not entered in to non-cash transaction with directors or person connected with them during the year.
16. The Company is not required to be registered under section 45-IA of Reserve Bank of India Act, 1934.
Annexure-2 to The Independent Auditors'' Report for the year ended March 31, 2018
(Referred to in Paragraph 2(f) under "Report on Other Legal and Regulatory Requirements" section of our report of even date on the Standalone Ind AS financial statements of the company for the year ended March 31, 2018.)
Report on the Internal Financial Controls under Clause (I) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (âThe Act")
We have audited the internal financial controls over financial reporting of Kiri Industries Ltd. ("the Company") as of March 31, 2018 in conjunction with our audit of the Standalone Ind AS 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 establishing and maintaining internal financial controls 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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 and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 obtaining an understanding of internal financial controls over financial reporting, 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 Ind AS 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 Ind AS 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 Ind AS financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and
3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 March 31, 2018, 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, Pramodkumar Dad & Associates
Chartered Accountants
CA Pramod Dad
(Partner)
Place : Ahmedabad MRN: 038261
Date : May 29, 2018 FRN: 115869W
Mar 31, 2017
Independent Auditor''s Report_
To
The Members of Kiri Industries Limited
Report on the Standalone financial statements
We have audited the accompanying standalone financial statements of Kiri Industries Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2017, 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 Standalone 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 standalone 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 prescribed under Section 133 of the Act, as applicable.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments 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 standalone financial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit of the standalone financial statements 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 standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 standalone financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 March 31, 2017, and its profit and its cash inflows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. 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 purposes 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 aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, as applicable;
e. on the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, 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 - A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
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 its financial statement;
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;
iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Annexure "A" to the Independent Auditor''s Report
(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' of our report of even date) Report on the Internal Financial Controls Over Financial Reporting 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 Kiri Industries Ltd. ("the Company") as of March 31, 2017 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 establishing and maintaining internal financial controls 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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 and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 obtaining an understanding of internal financial controls over financial reporting, 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.
On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:
1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) As explained to us, all the title deeds of immovable properties are held in the name of the company except an agricultural land intended for industrial purpose, held in the name of the chairman of the company in his fiduciary capacity as per section 88 of the Indian Trust Act, 1882, pending necessary
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 March 31, 2017, 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. approval for conversion of agriculture land into non agriculture land.
2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.
(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.
3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses ii (a), iii (b) and iii (c) of the order are not applicable to the Company.
4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013.
5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the company has not accepted any deposit u/s 73 to 76 or any other relevant provisions of the Companies Act.
6. The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
7. (a) According to the records of the company, it is observed that the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues with appropriate authorities.
(b) The disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under.
|
Sr Name of the Section under Period to Amount Forum where the dispute is pending No. Statute which dispute is which amount (Rs. in pending relates (FY) Lakhs) |
|||||
|
1 |
Income Tax Act, 1961 |
143 (3) |
2002-03 |
36.99 |
Income Tax Appellate Tribunal |
|
143 (3) |
2005-06 |
53.67 |
Income Tax Appellate Tribunal |
||
|
271(1)(c) |
2005-06 |
53.67 |
Income Tax Appellate Tribunal |
||
|
143 (3) |
2007-08 |
8.53 |
Income Tax Appellate Tribunal |
||
|
143 (3) |
2008-09 |
21.18 |
Income Tax Appellate Tribunal |
||
|
143 (3) |
2009-10 |
19.89 |
Income Tax Appellate Tribunal |
||
|
271(1)(c) |
2009-10 |
0.88 |
Commissioner of Income Tax (Appeals) |
||
|
143 (3) |
2010-11 |
316.06 |
Income Tax Appellate Tribunal |
||
|
2 |
The Central Excise Act, 1944 |
CENVAT Refund |
2009-10 |
341.08 |
High court |
|
2009-10 |
83.74 |
Central Excise and Service Tax Appellate Tribunal |
|||
|
2010-11 |
255.23 |
Central Excise Commissioner Appeal |
|||
|
2010-11 |
153.73 |
High Court |
|||
|
Similar Goods |
2010-11 |
344.00 |
Central Excise Commissioner Appeal |
||
|
2011-12 |
4.09 |
Central Excise Commissioner Appeal |
|||
|
Outward Transportation of Finished Goods |
2013-14 |
2.17 |
Custom, Excise and Service Tax Appellant Tribunal, Ahmedabad |
||
|
3 |
The Gujarat VAT, 2003 |
VAT Liabilities |
2007-08 |
62.39 |
Gujarat Value Added Tax Tribunal |
8. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to any bank and debenture holder. The company has not borrowed from financial institution or government during the year.
9. According to the information and explanation given to us, the Company has not raised money through initial public officer nor taken any term loan during the year. Hence, the question of application of funds for the purpose for which these were borrowed does not arise.
10. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.
11. During the year under review, the company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.
12. Based on the audit procedures performed and the information and explanations given to us, the company is not Nidhi Company, therefore it is not required to follow Nidhi Rule, 2014.
13. Based on the audit procedures performed and the information and explanations given to us, the transactions with related party are in compliance with sections 177 and 188 of the Companies Act, 2013.
14. According to the information and explanation given to us, during the year the Company has made preferential allotment and to a relative of a director by way of conversion of Share Warrants into equity shares for which the requirements of section 42 of the Companies Act, 2013 and SEBI guidelines have been complied with and the amount raised have been used for the purposes for which the funds were raised.
15. According to the information and explanation given to us, the Company has not entered in to non-cash transaction with directors or person connected with them during the year.
16. According to the information and explanation given to us, the Company is not required to be registered under section 45-IA of Reserve Bank of India Act, 1934.
For V.D. Shukla & Co.
Chartered Accountants
FRN: 110240W
Vimal D. Shukla
Place : Ahmedabad (Proprietor)
Date : May 25, 2017 Membership No.: 036416
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Kiri Industries Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash
Flow Statement for the year ended on that date, and a 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 Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone 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 Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making Judgments
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 standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions 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 standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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, 2015;
(b) in the case of the Profit and Loss Account, of the loss 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, 2015 ("the
Order") issued by the Central Government in terms of sub-section (11)
of section 143 of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 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
purposes 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 standalone 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. There is nothing to disclose which is having adverse effect on the
functioning of the company;
f. 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.
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:
a. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 30 to the
financial statements;
b. the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
c. there were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company;
Annexure to the Auditors' Report
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT:
The Annexure referred to in paragraph 1 of the our Report of even date
to the members of Kiri Industries Limited on the standalone financial
statements of the company for the year ended 31st March, 2015.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. The Company has maintained proper records of fixed assets showing
full particulars including quantitative details and location. The
company has a regular programme of physical verification of its fixed
assets which, in our opinion, is reasonable having regard to the size
of the company and the nature of its assets. In accordance with this
programme, fixed assets were physically verified by Management during
the year and no material discrepancies were noticed on such
verification.
2. (a) As explained to us, the inventories have been physically verified
by the management at reasonable intervals during the year. In our
opinion, the frequency of such verification is reasonable having regard
to the nature and location of the inventory.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
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. As
explained to us, there were no material discrepancies noticed on
physical verification of the having regard to the size of the
operations of the Company.
3. According to the information and explanations given to us and on
the basis of our examination of the books of account, the company has
not granted unsecured loan to body corporates covered in the register
maintained under Section 189 of the Companies Act, 2013.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the internal control system and there is no instance of
continuing failure to correct any weaknesses in the internal controls
5. Based on the audit procedures applied by us and according to the
information and explanations provided by the management, the company
has not accepted any deposit during the year to which provisions of
sections 73 to 76 or any other relevant provisions of the Companies Act
and the rules made thereunder are applicable.
6. We have broadly reviewed the books of accounts maintained by the
company pursuant to the notification by the central government for
maintenance of cost records under sub-section 1 of section 148 of the
Companies Act 2013 and on the basis of information received, we are of
the opinion that prima-facie the prescribed accounts and records have
been made and maintained as per the requirement. We have, however, not
carried out a detailed examination or audit of the cost records with a
view to determine whether they are accurate or complete.
7. According to the records of the company, it is observed that the
company is irregular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees'
State Insurance, Income-tax, Sales- tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty, cess to the extent applicable and any other
statutory dues with appropriate authorities.
The disputed statutory dues that have not been deposited on account of
disputed matters pending before appropriate authorities are as under.
Sr. Name of the Name of the Dues Section under Period to which
No Statute which dispute amount relates
is pending (FY)
1 The Income Income Tax 143(3) 2002-03
Tax Act, 1961
143(3) 2005-06
143(3) 2007-08
143(3) 2008-09
143(3) 2009-10
143(3) 2010-11
2 The Central CENVAT Refund 2009-10
Excise Act,
1944
2009-10
2010-11
2010-11
Similar Goods 2010-11
2011-12
Differential Duties 2011-12
Sr. Name of the Amount Forum where the
No Statute (Rs. In dispute is
Lakhs) pending
187.63 Income Tax Appellate Tribunal
1 The Income
58.59 Income Tax Appellate Tribunal
109.33 Income Tax Appellate Tribunal
21.18 Income Tax Appellate Tribunal
19.89 Commissioner of Income Tax
(Appeals)
316.06 Commissioner of Income Tax
(Appeals)
2 The Central 341.08 High court
Excise Act,
1944
83.74 Central Excise and Service
Tax Appellate Tribunal
255.23 Central Excise Commissioner
Appeal
153.73 High Court
344.00 Central Excise Commissioner
Appeal
4.09 Central Excise Commissioner
Appeal
21.40 Central Excise Commissioner
Appeal
8. The Company has accumulated loss and has incurred loss during the
financial year covered by our audit and also in the immediately
preceding financial year.
9. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that,
during the current year the Company has defaulted in repayment of its
dues towards principal and interest to various banks and financial
institution as given in note No. 4.
10. According to the information and explanations given to us, the
company has not given guarantees for any loan taken by others from
banks or financial institutions.
11. On the basis of the records examined by us and relying on the
information compiled by the Company for correlating the funds raised to
the end use of term loans, we report that the Company has generally
applied the term loans for the purposes for which they were obtained.
12. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For V. D. Shukla & Co.
Chartered Accountants
Firm Registration No.: 110240W
Vimal D. Shukla
Place : Ahmedabad Proprietor
Date : 7th August, 2015 Membership No. 036416
Mar 31, 2014
We have audited the accompanying financial statements of Kiri
Industries Limited ("the Company"), which comprise the Balance Sheet as
at March 31, 2014, the Statement of Profit and Loss and Cash Flow
Statement for the year 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 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 subsection (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 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 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 perf orm 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 financi al 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.
An audit also in cludes 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 loss 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 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 accoun t as required by law have been
kept by the Company so far as appears from our examination of those
books [and proper returns adequate for the purposes of our audit have
been received from branches not visited by us];
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 [and with the
returns received from branches not visited by us]
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 secti on 211 of the Companies Act, 1956;
e. On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
f. Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act,1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
Annexure to the Auditors'' Report
The Annexure referred to in paragraph 1 of the Our Report of even date
to the members of Kiri Industries Limited on the accounts of the
company for the year ended 31st March, 2014.
On the basis of such verfi cation as we considered appropriate and
according to the information and explanation given to us during the
course of our audit, we report that:
1. (a) The company has generally maintained proper records showing full
parti culars including quantitative details and situation of its fixed
assets.
(b) As explained to us, fixed assets, according to the practice of the
company, have been physically verified by the management at reasonable
intervals in a phased verification programme, which our opinion, is
reasonable looking to the size of the company and nature of its assets.
According to the information and explanations given to us , no material
discrepancies were noti ced on such verification.
(c) In our opinion and according to the information and explanations
given to us, no fixed asset has been disposed during the year and
therefore does not affect the going concern assumption.
2. (a) As explained to us, inventories have been physically verified
during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
(c) On the basis o f our examination of the inventory records of the
Company, we are of the opinion that, the Company is maintaining proper
records of its inventory. The discrepancies which were noticed on physi
cal verification of inventory as compared to book records, have been
properly dealt with in the books of accounts.
3. (a) According to the information and explanations given to us and on
the basis of our examination of the books of account, the company has
granted unsecured loan to a Company covered in the r egister maintained
under Section 301 of the Companies Act, 1956. We ar e of the opinion
that the terms and conditions of loan are not prima facie prejudicial
to the inter est of the Company. The maximum amount involved during the
year was Rs. 455.64 lacs and the period-end balance of the loan granted
was Rs. 349.32 lacs. The terms of repayment of principal and interest
have not been stipulated and hence, the question of overdue amount does
not arise.
(b) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken any loans from companies, firms or other parties listed in
the register maintained under Section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate in ternal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noti ced.
5. a) Based on the audit procedures applied by us and according to the
information, explanations and representation provided by the
management, the particulars of contracts or arrangements referred to in
section 301 of the Act have been enter ed in the register required to
be maintained under that section.
b) In our opinion and according to our information and explanation
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register under section 301 of the Companies
Act, 1956, in respect of any party during the period have been made at
price which are reasonable having regard to the prevailing market
prices at the relevant time.
6. In our opinion and according to the information and explanations
given to us, the company has not accepted deposits from the public, and
therefore the questions of compliance of the provisions of Section 58A
and 58 AA of the Companies Act, 1956 and the rules framed there under
and the directives issued by the Reserve Bank of India does not arise.
No order has been passed by Company Law Board, Reserve Bank of India or
any Court or any other Tribunal.
7. According to the information and explanation given to us and on the
basis of such verfication as we considered appropriate, the company
has an internal audit system commensurate with its size and nature of
its business.
8. We have broadly reviewed the books of accounts maintained by the
company pursuant to the notification of the Central Government for
maintenance of the cost records u/s 209(1)(d) of the companies Act,
1956 and on the basis of such review, we are of the opinion, that
prima-facie, the prescribed accounts and records have been made and
maintained. We have not, however, carried out a detailed examination of
the same.
9. (a) According to its records it is observed that the company is
irregular in depositing undisputed statutory dues including Provident
Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Cess and any other material
statutory dues with the appr opriate authorities.
(b) According to the information and explanations given to us, there
are some dues in respect of Income Tax, Value Added Tax and Service Tax
but there are no dues in respect of Excise Duty, Customs Duty, Wealth
Tax, Cess and other statutory dues are outstanding as on 31st March,
2014 which are due for a period of less than six months from the date
they became due. There are no disputes with any of the above
authorities.
(c) The disputed statutory dues that have not been deposited on account
of disputed matters pending before appropriate authorities are as
under.
Sr. Name of the Name of the Dues Section under Period to which
No Statute which dispute amount relates
is pending (FY)
1 The Income Income Tax Regular 2002-03
Tax Act,1961 Assessment
u/s 143(3)
2005-06
2007-08
2008-09
2009-10
Penalty u/s 2002-03
271(1) (c)
2005-06
2 The Central CENVAT Refund 2009-10
Excise Act,1944
2009-10
2010-11
2010-11
Similar Goods 2010-11
2011-12
Differential Duties 2011-12
Sr. Name of the Amount Forum where the dispute
No Statute (Rs. In Lacs) is pending
1 The Income 193.17 Income Tax Appellate Tribunal
Tax Act,1961
58.59 Income Tax Appellate Tribunal
109.33 Income Tax Appellate Tribunal
21.18 Income Tax Appellate Tribunal
19.89 Commissioner of Income Tax
(Appeals)
139.02 Income Tax Appellate Tribunal
53.68 Income Tax Appellate Tribunal
2 The Central 341.08 High court
Excise Act,1944
83.74 Central Excise and Service Tax
Appellate Tribunal
255.23 Central Excise Commissioner Appeal
153.73 High Court
344.00 Central Excise Commissioner Appeal
4.09 Central Excise Commissioner Appeal
21.40 Central Excise Commissioner Appeal
10. The Company has accumulated losses and has incurred cash losses
during the financi al year covered by our audit and has also incurred
cash losses in the immediately preceding financial year. The
accumulated losses have exceeded fifty percent of the net worth of the
company during the year under review.
11. In our opinion and according to the information and the
explanations given to us, during the current year the Company has
defaulted in repayment of its dues towards principal and interest to
various banks an d financi al institution on due dates to the extent
and for the period as given in note No. 4. Also the workin g capital
limits have been overdrawn to the extent of Rs. 78.83 lacs.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. As informed to us, the provisions of any special statute applicable
to chit fund are not applicable to the Company.
14. The company is not dealing or trading in shares, securities,
debentures and other investments, therefore, the question of
maintaining records in respect of transactions and contracts does not
arise.
15. In our opinion and according to the information and explanations
given to us, the terms and conditions on which the company has given
guarantees for the loans taken by others from banks are not prejudicial
to the interest of the company.
16. On the basis of the records examined by us and relying on the
information compiled by the Company for correlating the funds raised to
the end use of term loans, we report that the Company has generally
applied the term loans for the purposes for whi ch they were obtained.
17. According to the information and explanations given to us and on an
over all examination of the Financial Statements of the Company and
after placing reliance on the reasonable assumptions made by the
Company for classifi cation of long term and short term usages of
funds, we are of the opinion that, prima-facie, as at the close of
year, short term funds with negligible exceptions have not been
utilised for long term purposes an d vice  versa.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.
19. The Company has outstanding towards non convertible redeemable
debentures of Rs. 4,000.00 lacs issued in earlier financial year which
are secured by way of first pari passu charge on the fixed assets of
intermedi ate plants and basic chemi cal plants of the company and
personal guarantee of promoters/directors of the company.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For V. D. Shukla & Co.
Chartered Accountants
Firm Registration No. 110240W
Vimal D. Shukla
Place : Ahmedabad Proprietor
Date : 11th August, 2014 Membership No. 036416
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Kiri
Industries Limited ("the Company" ), which comprise the
Balance Sheet as at March 31, 2013, 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" ). 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. 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, 2013;
(b) in the case of the Profit and Loss Account, of the loss 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 [and proper returns adequate for the purposes of our audit have
been received from branches not visited by us];
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 [and with the returns received from branches not visited by us]
d. in our opinion, the Balance Sheet, Statement of Profit 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 March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
f. Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
Annexure to the Auditors'' Report
The Annexure referred to in paragraph 1 of the Our Report of even date
to the members of Kiri Industries Limited. on the accounts of the
company for the year ended 31st March, 2013.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) The company has generally maintained proper records showing
full particulars including quantitative details and situation of its
fixed assets.
(b) As explained to us, fixed assets, according to the practice of the
company, have been physically verified by the management at reasonable
intervals in a phased verification programme, which our opinion, is
reasonable looking to the size of the company and nature of its assets.
According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, no fixed asset has been disposed during the year and
therefore does not affect the going concern assumption.
2. (a) As explained to us, inventories have been physically verified
during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
(c) On the basis of our examination of the inventory records of the
Company, we are of the opinion that, the Company is maintaining proper
records of its inventory. The discrepancies which were noticed on
physical verification of inventory as compared to book records, have
been properly dealt with in the books of accounts.
3. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, the company
has granted unsecured loan to a Company covered in the register
maintained under Section 301 of the Companies Act, 1956. We are of the
opinion that the terms and conditions of loan are not prima facie
prejudicial to the interest of the Company. The maximum amount involved
during the year was Rs. 456.46 lacs and the period-end balance of the
loan granted was Rs. 9.18 lacs. The terms of repayment of principal and
interest have not been stipulated and hence, the question of overdue
amount does not arise.
(b) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken any loans from companies, firms or other parties listed in
the register maintained under Section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5. a) Based on the audit procedures applied by us and according to the
information, explanations and representation provided by the
management, the particulars of contracts or arrangements referred to in
section 301 of the Act have been entered in the register required to be
maintained under that section.
b) In our opinion and according to our information and explanation
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register under section 301 of the Companies
Act, 1956, in respect of any party during the period have been made at
price which are reasonable having regard to the prevailing market
prices at the relevant time
6. In our opinion and according to the information and explanations
given to us, the company has not accepted deposits from the public, and
therefore the questions of compliance of the provisions of Section 58A
and 58 AA of the Companies Act, 1956 and the rules framed thereunder
and the directives issued by the Reserve Bank of India does not arise.
No order has been passed by Company Law Board, Reserve Bank of India or
any Court or any other Tribunal.
7. According to the information and explanation given to us and on the
basis of such checks as we considered appropriate, the company has an
internal audit system commensurate with its size and nature of its
business.
8. We have broadly reviewed the books of accounts maintained by the
company pursuant to the notification of the Central Government for
maintenance of the cost records u/s 209(1)(d) of the companies Act,
1956 and on the basis of such review, we are of the opinion, that
prima-facie, the prescribed accounts and records have been made and
maintained. We have not, however, carried out a detailed examination of
the same.
9. (a) According to its records it is observed that the company is
irregular in depositing undisputed statutory dues including Provident
Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other
material statutory dues with the appropriate authorities.
(b) According to the information and explanations given to us, there
are some dues in respect of Income Tax, Value Added Tax and Service Tax
but there are no dues in respect of Excise Duty, Customs Duty, Wealth
Tax, Cess and other statutory dues are outstanding as on 31st March,
2013 which are due for a period of less than six months from the date
they became due. There are no disputes with any of the above
authorities.
(c) The disputed statutory dues that have not been deposited on account
of disputed matters pending before appropriate authorities are as
under.
Sr. Name of the Name of the Dues Section under
No Statute which dispute
is pending
1 The Income Income Tax Regular
Tax Act, 1961 Assessment
u/s 143(3)
Regular
Assessment
u/s 143(3)
r.w.s 147
Penalty u/s
271(1)(c)
2 The Central CENVAT Refund
Excise Act,
1944
Similar Goods
Differential Duties
Name of the Statute Period to which Amount Forum where the
amount relates (Rs. In dispute is
(FY) Lacs) pending
The Income Tax Act,
1961 2001-02 108.21 High Court
2003-04 193.17 Income Tax Appellate
Tribunal
2006-07 58.59 Income Tax Appellate
Tribunal
2008-09 109.33 Income Tax Appellate
Tribunal
2009-10 21.18 Commissioner of Income
Tax (Appeals)
2008-09 43.73 Commissioner of Income
Tax (Appeals)
2003-04 139.02 Income Tax Appellate
Tribunal
2006-07 53.68 Income Tax Appellate
Tribunal
The Central Excise
Act,1944 2009-10 341.08 High court
2009-10 83.74 Central Excise and
Service Tax
Appellate Tribunal
2010-11 255.23 Central Excise
Commissioner Appeal
2010-11 153.73 High Court
2010-11 344.00 Central Excise
Commissioner Appeal
2011-12 4.09 Central Excise
Commissioner Appeal
2011-12 21.40 Central Excise
Commissioner Appeal
10. The Company has accumulated losses and has incurred cash losses
during the financial year covered by our audit but has not incurred any
cash losses in the immediately preceding financial year.
11. In our opinion and according to the information and the
explanations given to us, during the current year the Company has
defaulted in repayment of its dues towards principal and interest to
various banks and financial institution on due dates to the extent and
for the period as given in note No. 4. Also the working capital limits
have been overdrawn to the extent of Rs. 142.54 lacs.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. As informed to us, the provisions of any special statute
applicable to chit fund are not applicable to the Company.
14. The company is not dealing or trading in shares, securities,
debentures and other investments, therefore, the question of
maintaining records in respect of transactions and contracts does not
arise
15. In our opinion and according to the information and explanations
given to us, the terms and conditions on which the company has which
given guarantees for the loans taken by others from banks are not
prejudicial to the interest of the company.
16. On the basis of the records examined by us and relying on the
information compiled by the Company for correlating the funds raised to
the end use of term loans, we report that the Company has generally
applied the term loans for the purposes for which they were obtained.
17. According to the information and explanations given to us and on
an overall examination of the Financial Statements of the Company and
after placing reliance on the reasonable assumptions made by the
Company for classification of long term and short term usages of funds,
we are of the opinion that, prima-facie, as at the close of year, short
term funds with negligible exceptions have not been utilised for long
term purposes, and vice - versa.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.
19. The Company has outstanding towards non convertible redeemable
debentures of Rs. 4,000.00 lacs issued in the previous financial year
which are secured by way of first pari passu charge on the fixed assets
of intermediate plants and basic chemical plants of the company and
personal guarantee of promoters/directors of the company.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have been informed of
such case by the management.
For V. D. Shukla & Co.
Chartered Accountants
Firm Registration No. 110240W
Vimal D. Shukla
Place : Ahmedabad Proprietor
Date : May 28, 2013 Membership No. 036416
Mar 31, 2012
We have audited the attached Balance Sheet of KIRI INDUSTRIES LIMITED
as at 31st March, 2012 and Statement of Profit & Loss and the Cash Flow
statement for the year ended on that date. 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.
1 We conducted our audit in accordance with the auditing standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from any material misstatement. An Audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes,
assessing the accounting principles used and significant estimates made
by management as well as evaluating the over all presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.
2 As required by the Companies (Auditors' Report) Order, 2003 as
amended by Companies (Auditors' Report) (Amendment) Order, 2004 issued
by the Central Government in terms of Section 227(4 A) of the Companies
Act , 1956 , we annex hereto a Statement on the matters specified in
paragraphs 4 and 5 of the said Order.
3 Further to our comments in the Annexure referred to above, we report
that :
(i) We have obtained all the information and explanations, which, to
the best of our knowledge and belief, were necessary for the purposes
of our audit.
(ii) In our opinion, proper books of accounts as required by law have
been kept by the Company so far as it appears from our examination of
the books of the Company.
(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow
statement dealt with by this report are in agreement with the books of
accounts of the Company.
(iv) 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 3(C) of Section 211 of
the Companies Act, 1956 except in the cases specifically mentioned in
our notes nos (1.11) and (49).
(v) Based on the representations made by the Directors as on 31st
March, 2012 and taken on record by the Board of Directors of the
Company and the information and explanations given to us, none of the
Directors is, as at 31st March, 2012 prima facie disqualified from
being appointed as a Director in terms of clause (g) of sub Section (1)
of Section 274 of the Companies Act, 1956.
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the other notes thereon give the information required by
the Companies Act, 1956 in the manner so required and present 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 and.
(b) in the case of the Statement of Profit and Loss, of the Loss 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 REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN
DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31st MARCH, 2012
OF KIRI INDUSTRIES LIMITED
On the basis of such checks as we considered appropriate and in terms
of the information and explanations given to us, we state that:-
(i) a) The Company has generally maintained proper records showing
particulars, including quantitative details and situation of fixed
assets.
b) As explained to us, fixed assets, according to the practice of the
Company, are physically verified by the management at reasonable
intervals, in a phased verification programme, which in our opinion, is
reasonable looking to the size of the Company and the nature of its
assets. According to the information and explanations given to us, no
major discrepancies were noticed on physical verification.
c) The Company has not disposed off any substantial part of its fixed
assets so as to affect its going concern status.
(ii) a) As explained to us, inventories have been physically verified
during the period by the management.
b) The procedures explained to us, which are followed by the management
for physical verification of inventories, are in our opinion,
reasonable and adequate in relation to the size of the Company and the
nature of its business.
c) On the basis of our examination of the inventory records of the
Company, we are of the opinion that , the Company is maintaining proper
records of its inventory. The discrepancies which were noticed on
physical verification of inventory as compared to book records, have
been properly dealt with in the books of accounts.
(iii) a) The Company has granted unsecured loan to a Company covered in
the register maintained under Section 301 of the Companies Act, 1956.
We are of the opinion that the terms and conditions of loan are not
prima facie prejudicial to the interest of the Company. The maximum
amount involved during the year was Rs. 868.47 lacs and the period- end
balance of the loan granted was Rs. 741.52 lacs. The terms of repayment
of principal and interest have not been stipulated and hence, the
question of overdue amount does not arise.
b) The Company has not taken unsecured loans from any Company covered
in the register maintained under Section 301 of the Companies Act,
1956.
(iv) In our opinion and according to the information and explanations
given to us, there are generally adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. No major weaknesses in internal control had
come to our notice.
(v) a) On the basis of audit procedure performed by us, and according
to the information, explanation and representation given to us, we are
of the opinion that, the transaction in which Directors were
interested, and which were required to be entered in the register under
Section 301 of the Companies Act, 1956, have been so entered.
b) In our opinion and according to our information and explanation
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register under Section 301 of the Companies
Act, 1956, in respect of any party during the period have been made at
price which are reasonable having regard to the prevailing market
prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public, and
therefore the questions of compliance of the provisions of Section 58A
and 58AA of the Companies Act, 1956 and the rules framed thereunder and
the directives issued by the Reserve Bank of India does not arise. No
order has been passed by Company Law Board, Reserve Bank of India or
any Court or any other Tribunal.
(vii) According to the information and explanation given to us and on
the basis of such checks as we considered appropriate, the Company has
an internal audit system commensurate with its size and nature of its
business. The Company has appointed a firm of Chartered Accountants for
Internal Audit during the year under review.
(viii) We have broadly reviewed the books of accounts maintained by the
Company pursuant to the notification of the Central Government for
maintenance of the cost records u/s 209(1)(d) of the companies Act,
1956 and on the basis of such review, we are of the opinion, that
prima-facie, the prescribed accounts and records have been made and
maintained. We have not, however, carried out a detailed examination of
the same.
(ix) a) According to its records it is observed that the Company is
irregular in depositing undisputed statutory dues including Provident
Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Cess and any other material
statutory dues with the appropriate authorities.
b) According to the information and explanations given to us, there are
some dues in respect of Income Tax but there are no dues in respect of
Value Added Tax, Excise Duty, Customs Duty, Wealth Tax, Service Tax,
Cess and other statutory dues are outstanding as on 31st March, 2012
which are due for a period of less than six months from the date they
became due. There are no disputes with any of the above authorities.
c) The disputed statutory dues that have not been deposited on account
of disputed matters pending before appropriate authorities are as
under.
Sr. Name of the Name of the Dues Section under Period to
No Statute which dispute which amount
is pending relates (FY)
1 The Income In come Tax Regular 2001-02
Tax Act, 1961 Assessment
u/s 143(3)
2003-04
2006-07
2008-09
2009-10
Penalty u/s 2003-04
271(1)(c)
2 The Central CENVAT Refund 2009-10
Excise Act,
1944
2009-10
2010-11
2010-11
Sr. Name of the Name of the Dues Section under Period to
No Statute which dispute which amount
is pending relates (FY)
Similar Goods 2010-11
Differential Duties 2011-12
2009-09
Sr. Name of the Amount Forum where
No Statute (Rs. In dispute is
Lacs) pending
1 The Income 108.21 High Court
Tax Act,
1961 193.17 Income Tax Appellate Tribunal
58.59 Income Tax Appellate Tribunal
109.33 Commissioner of Income Tax (Appeals)
21.18 Commissioner of Income Tax (Appeals)
139.02 Commissioner of Income Tax (Appeals)
53.68 Commissioner of Income Tax (Appeals)
2 The Central 341.08 High court
Excise Act,
1944
83.74 Central Excise and Service Tax
Appellate Tribunal
255.23 Central Excise Commissioner Appeal
153.73 High Court
344.00 Central Excise Commissioner Appeal
4.09 Central Excise Commissioner Appeal
21.40 Central Excise Commissioner Appeal
287.49 Central Excise and Service Tax
Appellate Tribunal
Note : Out of the above the Income Tax liabilities amounting to Rs.
139.02 lacs for A.Y. 2003-04 and of Rs. 53.68 lacs for A.Y. 2006-07 in
respect of penalty u/s 271(1)(c) of the Income Tax Act, 1961 have been
deleted following the order of CIT(Appeals) after 31st March, 2012. To
this extent, the demand gets reduced.
(x) The Company has neither the accumulated losses at the end of the
financial period nor it has incurred cash losses in such financial year
under report and in the financial year immediately preceding such
financial year also.
(xi) In our opinion and according to the information and the
explanations given to us, during the current year the Company has
defaulted in repayment of its dues towards principal and interest to
various banks and financial institution on due dates to the extent and
for the period as given in note No. 4. Also the working capital limits
have been overdrawn to the extent of Rs. 3569.66 lacs.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) As informed to us, the provisions of any special statute
applicable to chit fund are not applicable to the Company.
(xiv) The Company is not dealing or trading in shares, securities,
debentures and other investments, therefore, the question of
maintaining records in respect of transactions and contracts does not
arise.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantees for the loans taken by others from banks are not prejudicial
to the interest of the Company.
(xvi) On the basis of the records examined by us and relying on the
information compiled by the Company for correlating the funds raised to
the end use of term loans, we report that the Company has generally
applied the term loans for the purposes for which they were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the Financial Statements of the Company and
after placing reliance on the reasonable assumptions made by the
Company for classification of long term and short term usages of funds,
we are of the opinion that, prima-facie, as at the close of year, short
term funds with negligible exceptions have not been utilised for long
term purposes, and vice-e-versa.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company has issued Rs. 4,000.00 lacs Non-convertible
Redeemable debentures during the year which are secured by way of first
pari-passu charge on fixed assets of Intermediate plant and Basic
Chemicals Plant of the Company and personal guarantee of
Promoters/Directors of the Company.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) According to the information and explanations given to us, and to
the best of our knowledge and belief, no fraud on or by the Company,
has been noticed or reported by the Company during the year.
For V. D. Shukla & Co.
Chartered Accountants
Firm Registration No. 110240W
Vimal D. Shukla
Place : Ahmedabad Proprietor
Date : 17th August, 2012 Membership No. 036416
Mar 31, 2011
We have audited the attached Balance Sheet of KIRI INDUSTRIES LIMITED,
as at 31st March, 2011 and the annexed Profit & Loss Account for the
year ended on that date, and also the cash flow statement for the year
ended on that date. 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.
1 We conducted our audit in accordance with the auditing standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from any material misstatement. An Audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes,
assessing the accounting principles used and significant estimates made
by management as well as evaluating the over all presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.
2 As required by the Companies (Auditors' Report) Order, 2003 as
amended by Companies (Auditors' Report) (Amendment) Order,2004 issued
by the Central Government in terms of Section 227(4A) of the Companies
Act, 1956, we annex hereto a Statement on the matters specified in
paragraphs 4 and 5 of the said Order .
3 Further to our comments in the Annexure referred to above, we report
that :
(i) We have obtained all the information and explanations, which, to
the best of our knowledge and belief, were necessary for the purposes
of our audit.
(ii) In our opinion, proper books of accounts as required by law have
been kept by the Company so far as it appears from our examination of
the books of the Company.
(iii) The Balance Sheet and Profit and Loss Account and cash flow
statement dealt with by this report are in agreement with the books of
accounts of the Company.
(iv) In our opinion, the Balance Sheet and the Profit and Loss Account
and cash flow statement dealt with by this report comply with the
accounting standards referred to in sub section 3 (C) of Section 211 of
the Companies Act , 1956.
(v) Based on the representations made by the Directors as on 31st
March, 2011 and taken on record by the Board of Directors of the
Company and the information and explanations given to us, none of the
Directors is, as at 31st March, 2011 prima facie disqualified from
being appointed as a Director in terms of clause (g) of sub section (1)
of Section 274 of the Companies Act, 1956
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the other notes thereon give the information required by
the Companies Act, 1956 in the manner so required and present 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 and
(b) in the case of the Profit and Loss Account, of the Profit for the
year ended on that date.
(c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN
DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31st MARCH, 2011
OF KIRI INDUSTRIES LIMITED
On the basis of such checks as we considered appropriate and in terms
of the information and explanations given to us, we state that: -
(i) a) The Company has generally maintained proper records showing
particulars, including quantitative details and situation of fixed
assets;
b) As explained to us, fixed assets, according to the practice of the
Company, are physically verified by the management at reasonable
intervals, in a phased verification programme, which in our opinion, is
reasonable looking to the size of the Company and the nature of its
assets. According to the information and explanations given to us, no
major discrepancies were noticed on physical verification.
c) The Company has not disposed off any substantial part of its fixed
assets so as to affect its going concern status.
(ii) a) As explained to us, inventories have been physically verified
during the year by the management.
b) The procedures explained to us, which are followed by the management
for physical verification of inventories, are in our opinion,
reasonable and adequate in relation to the size of the Company and the
nature of its business;
c) On the basis of our examination of the inventory records of the
Company, we are of the opinion that, the Company is maintaining proper
records of its inventory. The discrepancies which were noticed on
physical verification of inventory as compared to book records, have
been properly dealt with in the books of accounts.
(iii) a) The Company has granted unsecured loan to a Company covered in
the register maintained under Section 301 of the Companies Act, 1956.
We are of the opinion that the terms and conditions of loan are not
prima facie prejudicial to the interest of the Company. The maximum
amount involved during the year and the year-end balance of the loan
granted was Rs. 868.03 Lacs. The terms of repayment of principal and
interest have not been stipulated and hence, the question of overdue
amount does not arise.
b) The Company has taken unsecured loans from a Company covered in the
register maintained under Section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs.1841.59 Lacs and the
year end balance was Rs. Nil.
c) In our opinion and according to the information and the explanation
given to us the interest and other terms and conditions are not
prima-facie prejudicial to the interest of the Company and the terms of
repayment have not been stipulated.
d) In our opinion and according to the information and the explanation
given to us the Company has been regular in repayment of interest.
There is no stipulation with respect to repayment of principal amount.
(iv) In our opinion and according to the information and explanations
given to us, there are generally adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. No major weaknesses in internal control had
come to our notice.
(v) a) On the basis of audit procedure performed by us, and according
to the information, explanation and representation given to us, we are
of the opinion that, the transaction in which directors were
interested, and which were required to be entered in the register under
section 301 of the Companies Act, 1956, have been so entered;
b) In our opinion and according to our information and explanation
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register under section 301 of the Companies
Act, 1956, in respect of any party during the year have been made at
price which are reasonable having regard to the prevailing market
prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public, and
therefore the questions of compliance of the provisions of Section 58A
and 58AA of the Companies Act, 1956 and the rules framed thereunder and
the directives issued by the Reserve Bank of India does not arise. No
order has been passed by Company Law Board, Reserve Bank of India or
any Court or any other Tribunal.
(vii) According to the information and explanation given to us and on
the basis of such checks as we considered appropriate, the Company has
an internal audit system commensurate with its size and nature of its
business. The Company has appointed a firm of Chartered Accountants for
Internal Audit during the year under review.
(viii) We have broadly reviewed the books of accounts maintained by the
Company pursuant to the notification of the Central Government for
maintenance of the cost records u/s 209(1)(d) of the Companies Act,
1956 and on the basis of such review, we are of the opinion, that
prima-facie, the prescribed accounts and records have been made and
maintained. We have not, however, carried out a detailed examination of
the same.
(ix) a) According to its records, the Company is generally regular in
depositing undisputed statutory dues including Provident Fund,
Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Cess and any other material statutory
dues with the appropriate authorities.
b) According to the information and explanations given to us, there are
no dues in respect of Income Tax, Value Added Tax, Excise Duty, Customs
Duty, Wealth Tax, Service Tax, Cess and other statutory dues are
outstanding as on 31st March, 2011 which are due for a period of less
than six months from the date they became due. There are no disputes
with any of the above authorities.
c) The disputed statutory dues that have not been deposited on account
of disputed matters pending before appropriate authorities are as
under;
Sr. Name of the Name of the
Dues Section under Period to
which Amount Forum where
the
No Statute which dispute amount
relates (Rs. In dispute is
is pending (FY) Lacs) pending
1 The Income Income Tax Regular 2001-02 108.21 High Court
Tax Act,
1961 Assessment
u/s 143(3)
2003-04 187.63 Income Tax
Appellate
Tribunal
2006-07 56.57 Income Tax
Appellate
Tribunal
2008-09 109.33 Commissioner
of Income
Tax (Appeals)
Penalty u/s 2003-04 139.02 Commissioner
of Income
271(1) (c) Tax (Appeals)
2006-07 53.68 Commissioner
of Income
Tax (Appeals)
2 The Central CENVAT
Refund 2008-09 137.34 High Court
Excise Act,
1944
2008-09 287.49 Central
Excise and
Service Tax
Appellate
Tribunal
Similar
Goods 2009-10 344.00 Central
Excise
Commissioner
2010-11 4.09 Assistant
Commissioner
Third
Time Cess 2008-09 2.53 Central
Excise
Commissioner
Appeal
2008-09 / 7.37 Joint
Commissioner
2009-10
2010-11 5.74 Joint
Commissioner
2010-11 0.52 Assistant
Commissioner
(x) The Company has neither the accumulated losses at the end of the
financial year nor it has incurred cash losses in such financial year
under report and in the financial year immediately preceding such
financial year also.
(xi) In our opinion and according to the information and the
explanations given to us, the Company has generally not defaulted in
repayment of dues to financial institutions or banks.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) As informed to us, the provisions of any special statute
applicable to chit fund are not applicable to the Company.
(xiv) The Company is not dealing or trading in shares, securities,
debentures and other investments, therefore, the question of
maintaining records in respect of transactions and contracts does not
arise.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantees for the loans taken by others from banks are not prejudicial
to the interest of the Company.
(xvi) On the basis of the records examined by us and relying on the
information compiled by the Company for corelating the funds raised to
the end use of term loans, we report that the Company has applied the
term loans for the purposes for which they were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the Financial Statements of the Company and
after placing reliance on the reasonable assumptions made by the
Company for classification of long term and short term usages of funds,
we are of the opinion that, prima-facie, as at the close of year, short
term funds with negligible exceptions have not been utilised for long
term purposes, and vice - versa.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) According to the information and explanations given to us and to
the best of our knowledge and belief, no fraud on or by the Company,
has been noticed or reported by the Company during the year .
For V. D. Shukla & Co.
Chartered Accountants
Firm Registration No. 110240W
Vimal D. Shukla
Place: Ahmedabad Proprietor
Date : 12th August, 2011 Membership No. 036416
Mar 31, 2010
We have audited the attached Balance Sheet of KIRI DYES AND CHEMICALS
LIMITED, as at 31st March, 2010 and the annexed Profit & Loss Account
for the year ended on that date, and also the Cash Flow statement for
the year ended on that date. These Financial Statements are the
responsibility of the CompanyÃs Management. Our responsibility is to
express an opinion on these financial statements based on our Audit.
1. We conducted our audit in accordance with the auditing standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from any material misstatement. An Audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes,
assessing the accounting principles used and significant estimates made
by management as well as evaluating the over all presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.
2. As required by the Companies (Auditorsà Report) Order, 2003 as
amended by Companies (Auditorsà Report) (Amendment) Order,2004 issued
by the Central Government in terms of Section 227 (4 A) of the
Companies Act, 1956, we annex hereto a Statement on the matters
specified in paragraphs 4 and 5 of the said Order.
3. Further to our comments in the Annexure referred to above , we
report that:
(i) We have obtained all the information and explanations, which, to
the best of our knowledge and belief, were necessary for the purposes
of our audit.
(ii) In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of the
books of the Company.
(iii) The Balance Sheet and Profit and Loss Account and cash flow
statement dealt with by this report are in agreement with the books of
accounts of the Company.
(iv) In our opinion, the Balance Sheet and the 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.
(v) Based on the representations made by the Directors as on 31st
March, 2010 and taken on record by the Board of Directors of the
Company and the information and explanations given to us, none of the
Directors is, as at 31st March, 2010 prima facie disqualified from
being appointed as a Director in terms of clause (g) of sub section (1)
of Section 274 of the Companies Act, 1956.
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the other notes thereon give the information required by
the Companies Act , 1956 in the manner so required and present 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 , 2010 and
(b) in the case of the Profit and Loss Account , of the Profit for the
year ended on that date.
(c) In the case of Cash Flow statement, of the cash flows for the year
ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORSÃ REPORT OF EVEN
DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31st MARCH, 2010
OF KIRI DYES AND CHEMICALS LIMITED
On the basis of such checks as we considered appropriate and in terms
of the information and explanations given to us, we state that: -
[i] (a) The Company has generally maintained proper records showing
particulars, including quantitative details and situation of fixed
assets ;
(b) As explained to us, fixed assets, according to the practice of the
Company, are physically verified by the management at reasonable
intervals, in a phased verification programme, which in our opinion ,
is reasonable looking to the size of the Company and the nature of its
business . According to the information and explanations given to us
no major discrepancies were noticed on physical verification.
(c) The Company has not disposed off any substantial part of its fixed
assets so as to affect its going concern. [ii] (a) As explained to us
inventories have been physically verified during the year by the
management.
(b) The procedures explained to us, which are followed by the
management for physical verification of inventories, are in our
opinion, reasonable and adequate in relation to the size of the Company
and the nature of its business;
(c) On the basis of our examination of the inventory records of the
Company, we are of the opinion that , the Company is maintaining proper
records of its inventory. The discrepancies which were noticed on
physical verification of inventory as compared to book records, have
been properly dealt with in the books of accounts.
[iii] (a) The Company has granted loan of Rs. 200.00 Lacs to one
Company covered in the register maintained under Section 301 of the
Companies Act, 1956. We are of the opinion that the terms and
conditions of loan are not prima facie prejudicial to the interest of
the Company.
(b) The company has taken unsecured loans from one company covered in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum amount involved during the year was Rs. 1799.59 Lacs and
the year end balance was Rs. 1662.11 Lacs.
(c) In our opinion and according to the information and the explanation
given to us the interest and other terms and conditions are not
prima-facie prejudicial to the interest of the company and the terms of
repayment have not been stipulated.
(d) In our opinion and according to the information and the explanation
given to us the company has been regular in repayment of interest. The
principal amount of loan has not yet been repaid.
[iv] In our opinion and according to the information and explanations
given to us, there are generally adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods. No major weaknesses in internal control had come to our
notice.
[v] (a) On the basis of audit procedure performed by us, and to the
information, explanation and representation given to us, we are of the
opinion that, the transaction in which directors were interested, and
which were required to be entered in the register under section 301 of
the Companies Act, 1956, have been so entered; (b) In our opinion and
according to our information and explanation given to us, the
transactions made in pursuance of such contracts or arrangements
entered in the register under section 301 of the Companies Act, 1956,
in respect of any party during the year have been made at a price which
are reasonable having regard to the prevailing market prices at the
relevant time.
[vi] In our opinion and according to the information and explanations
given to us, the company has not accepted deposits from the public, and
therefore the questions of compliance of the provisions of Section 58A
and 58 AA of the Companies Act, 1956 and the rules framed thereunder
and the directives issued by the Reserve Bank of India does not arise.
No order has been passed by Company Law Board, Reserve Bank of India or
any Court or any other Tribunal.
[vii] According to the information and explanation given to us and on
the basis of such checks as we considered appropriate, the company has
an internal audit system commensurate with its size and nature of its
business. The company has appointed a firm of Chartered Accountants for
Internal Audit during the year under review. [viii] We have broadly
reviewed the books of accounts maintained by the company pursuant to
the notification of the Central Government for maintenance of the cost
records u/s 209(1)(d) of the companies Act, 1956 and on the basis of
such review, we are of the opinion, that prima-facie, the prescribed
accounts and records have been made and maintained. We have not,
however, carried out a detailed examination of the same.
[ix] (a) According to its records , the company is generally regular in
depositing undisputed statutory dues including Provident Fund,
Employeesà State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and any other material statutory
dues with the appropriate authorities.
(b) According to the information and explanations given to us, there
are no dues in respect of Income Tax, Value Added Tax, Excise Duty,
Customs Duty, Wealth Tax, Service Tax and Cess are outstanding as on
31st March, 2010 which are due for a period of more than six months
from the date they became due.
(c) The disputed statutory dues that have not been deposited on account
of disputed matters pending before appropriate authorities are as
under;
Sl. Name of the
Statute Nature of Amount Period to
which Forum where
the
No. the Dues (Rs. In
Lacs) amount
relates
(FY) dispute is
pending
1 The Income
Tax Act, 1961 Income Tax 12.27 2000-2001 Gujarat High Court
187.63 2002-2003 Income Tax
Appellate
Tribunal
56.57 2005-2006 Income Tax
Appellate
Tribunal
6.42 2007-2008 Assessing
Officer
2 The Central
Excise Act, Excise Duty 344.37 2004-2005 to Commissioner
of Central
1944 2008-2009 Excise
[x] The Company has neither the accumulated losses at the end of the
financial year nor it has incurred cash losses in such financial year
under report and in the financial year immediately preceding such
financial year also.
[xi] In our opinion and according to the information and the
explanations given to us, the Company has generally not defaulted in
repayment of dues to financial institutions or banks .
[xii] The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
[xiii] As informed to us, the provisions of any special statute
applicable to chit fund are not applicable to the Company.
[xiv] The Company is not dealing or trading in shares, securities,
debentures and other investments, therefore, the question of
maintaining records in respect of transactions and contracts does not
arise.
[xv] In our opinion and according to the information and explanations
given to us, the terms and conditions on which the company has given
guarantees for the loans taken by others from banks are not prejudicial
to the interest of the Company.
[xvi] On the basis of the records examined by us and relying on the
information compiled by the Company for corelating the funds raised to
the end use of term loans, we report that the Company has applied the
term loans for the purposes for which they were obtained.
[xvii] According to the information and explanations given to us and on
an overall examination of the Financial Statements of the Company and
after placing reliance on the reasonable assumptions made by the
Company for classification of long term and short term usages of funds,
we are of the opinion that, prima-facie, as at the close of year, short
term funds with negligible exceptions have not been utilised for long
term purposes, and vice - versa.
[xviii] The Company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
Section 301 of the Companies Act, 1956.
[xix] The Company has not issued any debentures during the year.
[xx] The company has not raised any money by way of public issue during
the year.
[xxi] According to the information and explanations given to us , and
to the best of our knowledge and belief , no fraud on or by the
Company, has been noticed or reported by the Company during the year.
For V. D. Shukla & Co.
Firm Registration No. 110240W
Chartered Accountants
Vimal D. Shukla
Place : Ahmedabad Proprietor
Date : 1st September, 2010 Membership No. 036416
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