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Auditor Report of Seamec Ltd.
Mar 31, 2025
We have audited the accompanying standalone
financial statements of Seamec Limited ("the
Company"), which comprise the Standalone Balance
Sheet as at 31st March 2025, and the Standalone
Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement
of Cash Flows and the Standalone Statement of
Changes in Equity for the year then ended, and notes
to the standalone financial statements, including a
summary of 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 1 33 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 31 st March 2025, and
its profit (including other comprehensive income),
changes in equity and its cash flows for the year ended
on that date.
2. Basis for Opinion
We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those SAs are further
described in the Auditor''s Responsibility 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 obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on
the standalone financial statements.
3. 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 year. 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. We have determined the matters
described below to be the key audit matters to be
communicated in our report.
|
Sr. No. |
Key Audit Matter |
Auditorâs Response |
|
A |
Carrying value, Useful life of the Fleet (Vessel) & As on 31.03.2025, the Net Book Value of Fleet and The management reviews the estimated useful C. information. D. Refer Note 3 (a), (c), (d) and 4 of Standalone |
Our procedures in relation to the depreciable lives of the Fleet & Fleet Equipment included: ⢠Testing the key controls over the management''s judgment ⢠Assessing the management''s estimates on the useful life ⢠We have also assessed the Company''s process of ⢠We have also assessed the recognition of Cost of |
|
Sr. No. |
Key Audit Matter |
Auditorâs Response |
|
B |
E. Expected Credit Loss on Trade Receivable |
Our procedures in relation to the Expected Credit Loss on Trade |
|
F. As on 31.03.2025, trade receivables stand at |
Receivable included: |
|
|
INR 15920.17 Lakhs after providing Expected |
⢠Testing with regard to trade receivable includes testing |
|
|
Credit Loss amounting to INR 14,038.56 |
controls over billing, collections, ageing analysis, etc. |
|
|
Lakhs. |
⢠Test the completeness and accuracy of the data. |
|
|
The inherent risk in relation to the expected credit |
⢠Critically assessed and tested the significant judgments |
|
|
and estimates used. |
⢠Analyzing the key terms of contract with customers to |
|
|
G. Refer Note 3 (u) and 8 and 14 of Standalone |
ascertain provision required for expected credit loss. |
|
|
Financial Statements. |
4. information Other than the Standalone
Financial Statements and Auditorâs Report
thereon
The Company''s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
Company''s Annual Report, but does not include the
standalone financial statements and our auditor''s
report thereon. The Company''s Annual report is
expected to be made available to us after the date of
this auditor''s report.
Our opinion on the standalone financial statements
does not cover the other information and we do not
and will 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 our audit, or otherwise appears to be
materially misstated. If, based on the work performed,
we conclude that there is a material misstatement of
this other information, we are required to report that
fact.
5. Responsibilities of Management and the
Board of Directors 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 state of affairs, profit (including other
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, the
Management and Board of Directors are 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 is also responsible for overseeing
the Company''s financial reporting process.
6. Auditorsâ Responsibility 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 auditors'' 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 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 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
control 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 with reference to standalone
financial statements 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 in
the standalone financial statements made by
the Management and Board of Directors.
⢠Conclude on the appropriateness of
Management and Board of Directors 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 auditors'' 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.
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
auditors'' 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.
7. Report on Other Legal and Regulatory
Requirements
a. As required by the Companies (Auditors'' Report) Order,
2020 ("the Order") issued by the Central Government
of India in terms of Section 143(11) of the Companies
Act, 2013, we give in the âAnnexure Aâ, a statement
on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
b. As required by Section 143(3) of the Act, we report
that:
i. 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.
ii. 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 expect for the matters stated in para viii
(e) below on reporting under rule 1 1 (g) of the
Companies (Audit and Auditors Rules, 2014).
iii. The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including Other
Comprehensive Income, the Standalone
Statement of Changes in Equity and the
Standalone Cash Flow Statement dealt with by
this Report are in agreement with the books of
account.
iv. 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.
v. On the basis of the written representations
received from the directors as on 31 st March,
2025 taken on record by the Board of Directors,
none of the directors are disqualified as on 31st
March, 2025 from being appointed as a director
in terms of Section 164 (2) of the Act.
vi. With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure B".
vii. The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph (b) above on reporting
under section 1 43(3)(b) and paragraph viii(e)
below on reporting under rule 11(g).
viii. 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,
201 4, as amended, 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
standalone financial statements - Refer Note 40
of standalone financial statements;
b. The company did not have any long-term
contracts including derivative contract 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.
d. (i) The Management has represented that,
to the best of its knowledge and belief,
Other than as disclosed in note 55(b) 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,
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.
(ii) Management has represented, that, to the
best of its knowledge and belief, 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,
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
(iii) Based on such audit procedures performed
and information and explanation given,
nothing has come to our notice that has
caused us to believe that the representations
under sub-clause (i) and (ii) contain any
material mis-statement.
e. Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances by us, which
includes test checks, the Company has used
ERP as its accounting software for maintaining its
books of account which has a feature of recording
audit trail (edit log) facility and that has operated
throughout the financial year for all relevant
transactions recorded in the said software except
that the audit trail (edit log) feature has option of
disabled or enabled throughout the year. During
the course of performing our procedures, we
did not notice any instance of audit trail feature
being disabled and tempered with.
c. With respect to the other matters to be included in
Auditor''s Report in accordance with the requirements
of section 197 (16) of the Act, as amended, in our
opinion and to the best of our informations and
according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions of
the Section 197 of the Act.
For T R Chadha & Co LLP
Chartered Accountants
Firm Regn. No: 006711N/N500028
Pramod Tilwani
Place: Mumbai Partner
Date: 27th May 2025 Membership No. 076650
UDIN:25076650BMJFZA4905
Mar 31, 2024
We have audited the accompanying standalone financial statements of Seamec Limited (âthe Companyâ), which comprise the Standalone Balance Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of 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 1 33 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, and its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
2. BASiS FOR OPiNiON
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibility 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
3. 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 year. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
|
Sr. No. |
Key Audit Matter |
Auditorâs Response |
|
A |
carrying value, useful life of the fleet (Vessel) & fleet equipments of the company, Amortization of dry dock cost and cost of Modification As on 31.03.2024, the Net Book Value of Fleet and Fleet Equipments stands at '' 39,416.47 lakhs representing 32% of the total assets. This includes Value of Vessels and Value of Equipments and Dry Dock Cost. The management reviews the estimated useful life and the residual value of the same annually. The Company assesses at the end of each reporting period whether there is any indication that an asset may be impaired by considering internal and external sources of information. Refer Note 3 (a), (c), (d) and 4 of Standalone Financial Statements. |
Our procedures in relation to the depreciable lives of the Fleet & Fleet Equipment included: ⢠Testing the key controls over the management''s judgment in relation to the accounting estimates of the useful life of the same. ⢠Assessing the management''s estimates on the useful life of Fleet and Fleet Equipment with reference to technical evaluation, practice followed by peers and useful life prescribed in relevant schedule of Companies Act. ⢠We have also assessed the Company''s process of assessing the impairment requirement and the revenue and cost related to each vessel has been analyzed for the purpose of any sign with regard to impairment. ⢠We have also assessed the recognition of Cost of modification and Dry Dock cost based on recognition criterion given in relevant Ind AS. Reviewed the amortisation of Dry dock cost till the estimated date for next Dry dock. |
|
Sr. No. |
Key Audit Matter |
Auditorâs Response |
|
B |
Expected Credit Loss on Trade Receivable |
Our procedures in relation to the Expected Credit Loss on |
|
As on 31.03.2024, trade receivables stand at INR |
Trade Receivable included: |
|
|
22,257.91 Lakhs after providing Expected Credit |
⢠Testing with regard to trade receivable includes testing |
|
|
Loss amounting to '' 14,027.10 Lakhs. |
controls over billing, collections, ageing analysis, etc. |
|
|
The inherent risk in relation to the expected credit |
⢠Test the completeness and accuracy of the data. |
|
|
losses of trade receivable is considered significant due to the subjectivity of significant assumptions and estimates used. |
⢠Critically assessed and tested the significant judgments used by management based on past experience. |
|
|
Refer Note 3 (t) and 8 and 14 of Standalone Financial Statements. |
⢠Analyzing the key terms of contract with customers to ascertain provision required for expected credit loss. |
4. iNFORMATiON OTHER THAN THE STANDALONE FiNANCiAL STATEMENTS AND AUDiTORâS REPORT THEREON
The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in Company''s Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Company''s Annual report is expected to be made available to us after the date of this auditor''s report.
Our opinion on the standalone financial statements does not cover the other information and we do not and will 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 performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
5. RESPONSIBILITIES OF MANAGEMENT AND THE BOARD Of Directors 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 state of affairs, profit (including other 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, the Management and Board of Directors are 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 is also responsible for overseeing the Company''s financial reporting process.
6. auditorsâ responsibility 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 auditors'' 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 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 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 control 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 with reference to standalone financial statements 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 in the standalone financial statements made by the Management and Board of Directors.
⢠Conclude on the appropriateness of Management and Board of Directors 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 auditors'' 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.
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 auditors'' 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.
7. REPORT ON OTHER LEGAL AND REGULATORY REQUiREMENTS
a. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we give in the "Annexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
b. As required by Section 143(3) of the Act, we report that:
i. 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.
ii. 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 expect for the matters stated in para viii(e) below on reporting under rule 1 1 (g) of the Companies (Audit and Auditors Rules, 2014).
iii. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account.
iv. 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.
v. On the basis of the written representations received from the directors as on March 31, 2024 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.
vi. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure Bâ.
vii. The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (b) above on reporting under section 143(3)(b) and paragraph viii(e) below on reporting under rule 11(g).
viii. 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:
a. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 40 of standalone financial statements;
b. The company did not have any long-term contracts including derivative contract 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.
d. (i) Management has represented that, to the
best of its knowledge and belief, 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, 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;
(ii) Management has represented, that, to the best of its knowledge and belief, 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, 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
(iii) Based on such audit procedures performed and information and explanation given,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.
e. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances by us, which includes test checks, the Company has used ERP as its accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated throughout the financial year for all relevant transactions recorded in the said software except that the audit trail (edit log) feature has option of disabled or enabled throughout the year. During the course of performing our procedures, we did not notice any instance of audit trail feature being disabled and tempered with.
f. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.
c. With respect to the other matters to be included in Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our informations and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of the Section 197 of the Act.
For T R Chadha & Co LLP
Chartered Accountants Firm Regn. No: 006711N/N500028
Pramod Tilwani
Partner
Place: Mumbai Membership No. 076650
Date: May 28, 2024 UDIN: 24076650BKEFZB6594
Mar 31, 2023
Avantel Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Avantel Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
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 (âthe Actâ) 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. (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, and its profit, total comprehensive income, changes in equity and its 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 (SAs) 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 (âICAIâ) 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 opinion on the standalone financial statements.
Emphasis of Matter
We draw attention to Note 50 of the financial statements, which describes the extent to which the COVID-19 Pandemic will impact the Company''s results which depend on future developments that are highly uncertain. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significant 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
|
Key Audit Matter |
Auditor''s Response |
|
Fair value assessment of trade receivables Trade receivables comprise a significant portion of the liquid assets of the Company. The trade receivables are mostly dues receivable from Government and allied Government agencies hence not impaired.There was no provision made on the trade receivable in the previous year. The most significant portion of the trade receivables less than |
Principal Audit Procedures We assessed the validity of material long outstanding receivables which are Nil by reviewing the customer ledger during current year. We also considered payments received subsequent to year-end, and unusual patterns if any were reviewed to identify potentially impaired balances.The assessment of the appropriateness of the allowance for trade receivables comprised a variety of audit procedures across the Group including: |
|
one year comprises which are dues from Government and Government agencies hence not impaired. Accordingly, the estimation of the allowance for trade receivables is a significant judgment area and is therefore considered a key audit matter. |
⢠Challenging the appropriateness and reasonableness of the assumptions applied in the directors'' assessment of the receivables allowance; ⢠Consideration and concurrence of the agreed payment terms; ⢠Verification of receipts from trade receivables subsequent to year-end; and ⢠Considered the completeness and accuracy of the disclosures. To address the risk of management bias, we evaluated the results of our procedures against audit procedures on other key balances to assess whether or not there was an indication of bias. We were satisfied that the Company''s trade receivables are fairly valued and no provision is deemed to be required against these receivables. |
|
Revenue recognition The Company applies judgment to determine whether each goods, software product or services promised to a customer are capable of being distinct, and are distinct in the context of the contract, if not, the promised goods, software product or services are combined and accounted as a single performance obligation. The Company allocates the arrangement consideration to separately identifiable performance obligation deliverables based on their selling price determined in contract. The accuracy and of revenue amounts recorded is an inherent industry risk Disclosures relating revenue recognition are in Note 24. |
Principal Audit Procedures Our audit procedures in respect of this area included: We evaluated the effectiveness of key controls over the capture and measurement of revenue transactions across all material revenue streams Testing controls over software product sales including: - documentation evidencing internal and third party physical inspection and confirmation of complete status; We evaluated the adequacy of the disclosures included in Note 24. |
Information Other than the Financial Statements andAuditor''s ReportThereon
The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Directors Report and Corporate Governance Report but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon. The Directors Report and Corporate Governance Report is expected to be made available to us after the date of this auditor''s report.
Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Directors report and Corporate Governance Report if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with Governance.
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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 also 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 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 SAs, we exercise professional judgment and maintain professional scepticism 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section I43(3)(i) of the Companies Act, 2013, 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 standalone 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 standalone 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 Section 143(3) of the Act based on our audit, 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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of 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 Indian Accounting Standards prescribed under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 and the operating effectiveness of such controls, refer to our separate Report in â âAnnexure-Aâ.
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid or provided by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(h) 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 standalone financial statements. Refer note 39 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there are any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material
either individually or in the aggregate) 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 or
entity, including foreign entity (âIntermediariesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement
v. As stated in Note 42 to the standalone financial statements:
(a) the dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company have proposed dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.
vi. Provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires for maintaining books of accounts using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1,2023. However, as per rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 the auditors are required to comment on audit trail (edit log) for the year 2022-23. As the maintaining books of accounts using accounting software which has a feature of recording audit trail (edit log) facility is not applicable to the Company for the year 2022-23, hence we are unable to report under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 for the financial year ending March 31, 2023.
2. As required by the Companies (Auditor''s Report) Order, 2020, (âthe Orderâ) issued by the Central Government in terms of
Section 143 (11) of the Act, we give in â âAnnexure- Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
Chartered accountants Firm Registration No.S-1007
Sd/-
Naresh Chandra Gelli
Partner
Membership No. 201754 UDIN: 2320I754BGXHYA8830
Place : Hyderabad
Date : April I3, 2023
Mar 31, 2022
The Directors hereby present their Thirty-fifth Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year (''FY'') ended March 31,2022.
|
Particulars |
Standalone |
Consolidated |
||
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
|
|
Revenue from Operations |
29,352 |
22,924 |
34,962 |
25,680 |
|
Other Income |
4,423 |
3,404 |
4,602 |
3,904 |
|
Total Income |
33,775 |
26,328 |
39,564 |
29,584 |
|
Total Expenditure |
||||
|
a. Employee Benefit Expenses |
5,335 |
5,117 |
6,011 |
5,318 |
|
b. Operating Expenses |
11,418 |
11,961 |
13,342 |
12,842 |
|
c. Other Expenditure |
2,375 |
582 |
2,700 |
848 |
|
Earnings before Interest, Depreciation & Tax |
14,647 |
8,668 |
17,511 |
10,576 |
|
Interest Expenses |
336 |
64 |
643 |
484 |
|
Depreciation |
6,624 |
4,284 |
8,388 |
5,656 |
|
Profit / (Loss) before Tax & exceptional items |
7,687 |
4,320 |
8,480 |
4,436 |
|
Exceptional item (Income) |
- |
(6,188) |
- |
(6,188) |
|
Profit /(Loss) before Taxation |
7,687 |
10,508 |
8,480 |
10,624 |
|
Tax expense for the year |
112 |
745 |
110 |
745 |
|
Profit /(Loss) after Taxation |
7,575 |
9,763 |
8,370 |
9,879 |
|
Share of Non-controlling interest |
- |
- |
50 |
22 |
|
Share of owner of the Company |
- |
- |
8,320 |
9,857 |
|
Add: Balance brought forward from previous year |
38,898 |
31,288 |
48,089 |
39,658 |
|
Surplus available for appropriation |
46,473 |
41,051 |
56,409 |
49,515 |
|
Transfer to Tonnage Tax Reserve |
1,850 |
1,666 |
1,850 |
1,666 |
|
Dividend on equity shares |
- |
509 |
- |
509 |
|
Other Comprehensive Income |
(1) |
22 |
317 |
749 |
|
Retained profit carried forward |
44,622 |
38,898 |
54,876 |
48,089 |
During year under review, on a standalone basis, the total income is '' 33,775 lakhs as against '' 26,328 lakhs, in the corresponding previous year, an increase of 28%. Revenue from operation stands at '' 29,352 lakhs as against '' 22,924 lakhs in corresponding previous year, an increase of 28%.
On a consolidated basis, Total Income for the year under review is ''39,564 lakhs as against ''29,584 lakhs in corresponding previous year, an increase of 34%.
Profit before tax & exceptional items on standalone basis is '' 7,687 lakhs as against '' 4,320 lakhs in corresponding previous year, an increase of 78%. Profit after tax, on a comparative year to year basis has declined from '' 9,763 lakhs to '' 7,575 lakhs. The sole reason was an exceptional item of '' 6,188 lakhs contributed to the profit of previous year, which was absent during the year under review.
Profit before tax & exceptional items under consolidation basis is '' 8,480 lakhs as against '' 4,436 lakhs of corresponding previous year, increase of 91%. Profit after tax on year-to-year comparison decreased from '' 9,879 lakhs to '' 8,370 lakhs due to cascading impact of exceptional items absent during the year under review.
The increase of revenue and profit, both under the standalone and consolidated basis are attributed to increase in deployment days in Company''s vessel including new acquisition of fleets. Additional contributor is effective utilization of surplus fund and investments.
During the year under review, the Company has utilized '' 5,588 lakhs of tonnage tax reserve for acquisition of a new vessel Seamec Paladin and transferred '' 1850 lakhs to Tonnage tax reserve. In the corresponding previous year, '' 1,666 lakhs was transferred to tonnage tax reserve.
The total deployment days of the Company''s vessel increased from 921 days in the previous year to 1257 days during the year under review, a significant increase of 36%. Out of 1257 days, domestic deployment was 709 days and balance 548 days for overseas employment.
During the year under review, two of the Company''s vessels are under long term charter with ONGC. The
Company has acquired, a Multi Support Vessel named "Seamec Paladin" and an accommodation Barge named as "Seamec Glorious", increasing its fleet size attuning with the market dynamics.
The Company''s first Multi Support Vessel "Seamec I" was scrapped due to over ageing and long-term idling. The sole bulk carrier owned by Company was dry docked during the year. Except the dry-docking days, the bulk carrier was fully occupied during the year under review.
The COVID-19 pandemic caused intermittent disruption in normal office functioning.
Amid the pandemic, the Company facilitated vaccination for all its onshore employees to ensure the safety and well-being of the associates. The Company also adopted hybrid working module intermittently during FY 2022 in compliance with regulatory guidelines promoting social distancing norms and covid appropriate behavior.
The Board of Directors of the Company in its meeting held on March 28, 2022, approved scheme of arrangement for demerger of Marine, EPC and other ancillary business of HAL Offshore Ltd into Seamec Limited under sections 230 & 232 read with sections 66 and 55 of the Companies Act, 2013 (the "Act"), and other applicable provisions, if any. The proposal was considered with the recommendation of the Audit Committee.
The rationale for consideration of the scheme include business synergies, consolidation of entire vessel charter business into SEAMEC, pooling off resources to diversify into lucrative EPC business, enable SEAMEC to attain healthy economic state encompassed with higher turnovers and better margins, better growth and expansion opportunities making eligible for large scale tender, hedging strategy against the business uncertainties with diversified portfolio, better management focus to facilitate administrative convenience and control, ensure optimum utilization of manpower and various other resources, strengthen, consolidate and stabilize the business of both the entities involved in the scheme, ultimately appreciating shareholders wealth.
The draft scheme of arrangement and all related documents are available on Company''s website at www.seamec.in. The Company has filed an application under Regulation 37 of SEBI (LODR) Regulations, 2015 (SEBI Listing Regulations) with Stock Exchanges (BSE Limited and National Stock Exchange of India Limited) for consideration.
The Board of Directors considering the Company''s future plans decided to conserve the resources and not recommend any dividend for the year under review.
6. DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has
adopted a Dividend Distribution Policy (''Policy'') which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy can be accessed on the website of the Company at http://www.seamec.in/attachments/Dividend%20
Distribution%20Policv.pdf.
7. TRANSFER TO GENERAL RESERVE
Consequent to utilization of tonnage tax reserve of '' 5,588 lakhs as per the provisions of tonnage tax scheme, an amount of '' 5,588 lakhs has been transferred to General Reserve during the year under review.
Your Company has only one class of Equity Shares and it has neither issued shares with differential rights as to dividend, voting or otherwise, nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3) (c) of the Act in respect of voting rights not exercised directly by the employees or Key Managerial Personnel of the Company as the provisions of the Section are not applicable.
During the year under review, there was no change in the Company''s Issued, Subscribed and Paid-up Equity Share Capital which consists of 2,54,25,000 Equity Shares of '' 10 each aggregating to '' 25,42,50,000 as on March 31, 2022.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the recommendations of the Nomination and Remuneration Committee (''NRC''), the Board of Directors made the following appointments during the year under review in accordance with the Company''s Articles of Association and Section 1 49, 1 61 (1 ) and Section 196 of the Act:
1. Appointment of Mr. Naveen Mohta (DIN: 07027180) as Whole Time Director of the Company for a period of 5 (five) consecutive years effective from September 1, 2021 to August 31,2026.
2. Appointment of Dr. Sangeeta Pandit (DIN: 06748608) as Non-Executive and Independent Woman Director of the Company for a term of 5(five) consecutive years from October 4, 2021 to October 3, 2026.
The aforesaid appointments were also approved by the members of the Company with requisite majority through resolution passed by postal ballot on November 21, 2021. The requisite disclosures relating to appointment(s) are available on the Company''s website at www.seamec.in.
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Sanjeev Agrawal, Chairman and Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.
During the year under review, Mrs. Seema Modi (DIN: 05327073) resigned as Non-Executive and Independent Woman Director of the Company with effect from July 6, 2021. The Board places on record its deep appreciation for the invaluable contribution and guidance rendered by Mrs. Modi.
In terms of Section 149 of the Act, Mr. Surinder Singh Kohli, Mr. Deepak Shetty and Dr. Sangeeta Pandit are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16( 1 )(b) of the SEBI Listing Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. Independent Directors are not liable to retire by rotation in terms of Section 149(13) of the Act.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, banking, treasury operations, risk management, legal, digitalization, strategy, finance, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity.
The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 1 50 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms a part of this Integrated Annual Report.
Key Managerial Personnel
During the year under review, there is no change in the key managerial personnel of the Company and Mr. S.N. Mohanty, President - Corporate Affairs, Legal and Company Secretary and Mr. Vinay Kumar Agarwal, Chief Financial Officer are key managerial personnel of the Company.
10. DISCLOSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE BOARDBoard Meetings
During the year under review, eight (8) Board Meetings were held, details of which are provided in the Corporate Governance Report.
Composition of Audit Committee
The Audit Committee comprised four (4) Members out of which three (3) are Independent Directors and one (1 ) is a Non-Executive Director. During the year under review, six (6) Audit Committee meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.
Corporate Social Responsibility Committee
The CSR Committee comprised three (3) Members out of which one (2) are Independent Directors. During the year under review, three (3) meetings of the CSR Committee were held, details of which are provided in the Corporate Governance Report. The Company has revised the CSR Policy pursuant to the Companies (Corporate Social Responsibility) Amendment Rules, 2021. The revised CSR Policy is available on the website of the Company at http://www.seamec.in/attachments/ CSR%20Policv.pdf. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.
The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls. The major risks identified by the businesses, functions, Internal Auditors and Statutory Auditors are systematically addressed through mitigating actions on a continuing basis. The composition, development and implementation of risk management policy has been covered in the Corporate Governance Report and Management Discussion and Analysis, respectively, which forms part of this report.
12. NOMINATION AND REMUNERATION POLICY
The Company has formulated the Nomination and Remuneration Policy in accordance with the provisions of the Act and the SEBI Listing Regulations. The said policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.
The aforesaid policy is available on Company''s website at http://www.seamec.in/attachments/Nomination%20 and%20Remuneration%20Policv.pdf and an abstract is also enclosed to this Report as Annexure II.
As per provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations, the evaluation process for the performance of the Board, its committees and individual Directors for FY 2022 was carried out internally.
With a view to maintain high level of confidentiality and ease of doing evaluation, the exercise was carried out through a structured questionnaire. Each Board member filled up the evaluation template on the functioning and overall level of engagement of the Board and its Committees, on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgement, decision-making, management actions etc. The evaluation templates were structured considering the amendments made under the SEBI Listing Regulations. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its committees and the areas of improvement.
The Independent Directors also conducted virtual meeting on January 7, 2022 without the participation of any other Director or Key Managerial Personnel to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman, while considering the views of the Executive and Non-Executive Directors.
The Independent Directors were satisfied with the overall functioning of the Board, its various committees and with the performance of other Non-Executive and Executive Directors. They also appreciated the exemplary leadership of Chairman of the Board in upholding and following the highest values and standards of corporate governance.
On the whole, the Board expressed its satisfaction with the evaluation process, which reflects higher degree of engagement of the Board and its Committees with the Management.
M/s. T. R. Chadha & Co. LLP Chartered Accountants (ICAI Registration No. 006711N/9500028), the statutory auditors of the Company, will hold office till the conclusion of thirty-fifth Annual General Meeting of the Company.
The Board has recommended the re-appointment of M/s. T. R. Chadha & Co. LLP, Chartered Accountants, as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the thirty-fifth Annual General Meeting scheduled to be held on August 10, 2022 till the conclusion of the fortieth Annual General Meeting to be held in the year 2027, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.
M/s. T. R. Chadha & Co. LLP Chartered Accountants, have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.
The Standalone and Consolidated Statutory Auditors'' Report for the financial year ended March 31, 2022 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.
There were no instances of fraud reported by the Statutory Auditors during FY 2022 in terms of the Section 134 of the Act read with the Companies (Audit and Auditors) Rules, 2014.
In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Satyajit Mishra & Co, Company Secretary in Practice (FCS no. 5759, C P No. 4997) as the Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended March 31,2022. The report of the Secretarial Auditor is attached as Annexure III to this Report in Form MR-3.
The Secretarial Auditors'' Report does not contain any qualification, reservation or adverse mark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.
16. MAINTAINENCE OF COST RECORDS
The Company is not required to maintain cost records pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.
17. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS
Details of loans, guarantees given and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2022, are set out in Note 9 and 57 to the Standalone Financial Statements of the Company. The Company has not provided any guarantee during the year under review.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There were no significant or material orders passed by any regulatory Authority, Court or Tribunal which impact the going concern status and Company''s operations during the financial year.
19. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm''s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders'' approval under the SEBI Listing Regulations.
The Related Party Transactions are placed before the Audit Committee for prior approval, as required under applicable law. Only those members of the Audit Committee who were Independent Directors approved the same. A statement of all Related Party Transactions
is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions. The Internal Auditors and Statutory Auditors of the company also confirm compliance of Related Party Transactions at quarterly Audit Committee meeting(s) of the Company.
The Company has adopted a policy on materiality of Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company www.seamec.in.
The disclosures on Related Party Transactions pursuant to Regulation 34(3) of SEBI Listing Regulations read with Schedule V thereto are set out in Annexure A of the Standalone and Consolidated financial statements of the Company.
The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at arm''s length basis. The details of the material related party transactions on-going and entered during FY 2022, as per the Policy on dealing with related parties adopted by the Company and regulatory requirements are disclosed in Annexure IV to this Report.
20. REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY
A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations. Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report along with the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective are also attached separately, which forms part of this Report.
The Company has three (3) subsidiaries as on March 31, 2022. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.
SEAMEC INTERNATIONAL FZE is the Wholly Owned Subsidiary (WOS) of your Company. As per SEBI Listing Regulations, WOS also qualifies as material subsidiary of the Company. WOS owns two (2) bulk carriers - SEAMEC NIDHI and MARINE FORTUNE, which are deployed on charter.
MARINE FORTUNE is on bareboat charter with M/s. United Marine Inc. for period of 4 years since July 23, 2019. As per charter party, the purchase option is available to the Charterer.
WOS has also incorporated a company by name "SEAMATE SHIPPING FZC" in Ajman Freezone, U.A.E, in joint venture with Arete Shipping DMCC in the ratio of 60:40 as its subsidiary company. Seamate Shipping FZC is in turn identified as Step-Down Subsidiary (SDS) of the Company.
The Company has incorporated a subsidiary by name "Seamec Nirman Infra Limited" in joint venture with NayaVridhi Infra LLP in the ratio of 65:35. The subsidiary has commenced its maiden project on sub-contract basis for construction of NATM tunnel at Vapi, Gujarat.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached as Annexure V to this Report.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at www.seamec.in.
22. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS
The Company had adequate Internal Financial Controls which is commensurate to the size and business of the Company and is designed to provide reliable financial information. It provides reasonable assurance with respect to preparation of financial statements in compliance with the Acts, Rules and Regulations as applicable including Indian Accounting Standards and also reliability of financial reporting. The controls also provide assurance that the expenditures are made in accordance with the authority given to the management of the Company duly approved by the Directors of the Company.
These controls are reviewed by the management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, inter-alia, consists of the three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.
In addition, the Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control
system in the Company, its compliance with operating systems, accounting and procurement procedures and respective policies. Periodical control report on the same is presented and discussed with the Audit Committee.
Conscious efforts are in place on a continuous basis to ensure that all the assets are safeguarded and protected against loss from unauthorized use and disposal and that all transactions are authorized, recorded and financial statements show a true and fair picture of the state of affairs of the Company. Compliance is in place as regards to applicable statutory and regulatory requirements.
The internal control systems of the Company are monitored and evaluated by Internal and Statutory Auditors and reviewed by Management. Internal Auditors of the Company independently reports key findings on the internal control systems to the Audit Committee.
23. MARITIME LABOUR CONVENTION (MLC) 2006
Maritime Labour Convention (MLC) 2006 adopted by International Labour Organization, establishing minimum requirements for almost all aspects of working and living conditions on board ships has come into force from 20 August, 201 3. The Government of India had ratified and adopted provisions of MLC in 18th October, 2015.
Your Company has implemented the requirement as per MLC 2006 and has received certification from the flag administration for its vessels.
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong doing that may adversely impact the Company, the Company''s customers, shareholders, employees, investors or the public at large. This policy, inter-alia, also sets forth (i) procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters (ii) reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and (iii) an investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is placed on the Company''s website at www.seamec.in.
During the year under review, no complaint has been lodged by any employee of the Company or reported to Chairman of Audit Committee pursuant to Vigil Mechanism and Whistle Blower Policy of the Company.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.
During FY 2022, no case of sexual harassment has been reported.
26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required, inter-alia, under Section 134 of the Act read with the Companies (Accounts) Rules, 201 4 is given in the Annexure VI forming part of this report.
27. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') are enclosed as Annexure VII forming part of this Report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at contact@seamec.in.
28. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c. they have taken proper and sufficient care for the 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 fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022.
29. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
The material changes, in the interim period, have been disclosed in this Report under respective sections.
30. GREEN INITIATIVE
The Ministry of Corporate Affairs (''MCA'') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Act and Rules made thereunder.
Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.
Your Company sincerely appreciates members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.
Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the members who request for physical copies, will be provided the same.
31. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company''s website at www.seamec.in.
32. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
33. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:
i. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March 31, 2022.
ii. the details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof.
iii. No disclosure is required under Section 62(1 )(b) of the Act in respect of Employee Stock Option Scheme as the provisions of the said section read with Rule made thereunder are not applicable.
iv. No disclosure is required under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.
Your Directors place on record their gratitude to the Government of India and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.
The Directors regret the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked his life and safety to fight this pandemic.
On behalf of the Board of Directors Sanjeev Agrawal
Place: Mumbai Chairman
Date: May 30, 2022 (DIN: 00282059)
Mar 31, 2018
Report on the Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Seamec Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March, 2018, the Statement of Profit and Loss (including other Comprehensive income), the Cash Flow Statement for the year then ended, the statement of changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as âthe standalone Ind AS financial statementâ).
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and change in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time, 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS 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 and the Order Issued under section 143 (11) of the Act.
We have conducted our audit of standalone financial statement 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 the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs 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 Companyâs preparation of the standalone Ind AS 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 Companyâs 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 aforesaid 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, of the state of affairs of the Company as at 31st March, 2018, and its profit (including other comprehensive income), the changes in equity and its cash flows for the year ended on that date.
Other Matter
Corresponding figures of the Company for the year ended 31 March 2017 have been audited by another auditor who expressed an unmodified opinion dated 30th May 2017 on the standalone Ind AS financial statements of the Company for the year ended 31 March 2017.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013 we give in the Annexure A, 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 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 including Other Comprehensive Income, Statement of Changes in Equity 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.
(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 B.
(g) With respect to the other matters to be included in the Auditorâs 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 statement - Refer Note 37;
ii. The company did not have any long-term contracts including derivative contract for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure A to the Auditorâs Report
The annexure referred to in Independent Auditorâs Report to the member of the Company on the standalone financial statement for the year ended 31st March 2018, we report that;
(i) Fixed Assets
a) The Company has maintained proper records showing full particulars including quantitative details and situtation of its fixed assets.
b) Fixed assets have been physically verified during the year by the management as per the plan and no material discrepancies were identified on such verifiction.
c) According to the informations and explanations given to us, there is no Immovable Property in the books of accounts of the Company. Thus, the provision of clause 3(i)(c) of the Order is not applicable to the Company
(ii) Inventories
The management has conducted physical verification of inventory at reasonable intervals during the year as per plan and no material discrepancies were noticed on such physical verification.
(iii) Loans given
According to the information and explanations given to us, during the year, the Company has not granted any Secured or unsecured loan to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence reporting under clause 3 (iii) (a), (b) and (c) of the order is not applicable to the Company.
(iv) Compliance of Sec. 185 & 186
In our opinion and according to the information and explanations given to us, the Company has not given loans or guarantees to directors or other persons in which a director is interested or provide security in connection with a loan and as such section 185 of the Companies Act, is not applicable. In our opinion and according to the information and explanation given to us, the company has made investments in securities which is in compliance with the provisions of Section 186 of the Companies Act, 2013.
(v) Public Deposit
During the year, the company has not accepted any deposits from the public, therefore, paragraph 3 (v) of the order is not applicable.
(vi) Cost Records
To the best of our knowledge and according to the information and explanation provided to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of section 148 of the Companies Act
(vii) Statutory Dues
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 generally been regular in depositing its undisputed statutory dues including Provident Fund, Employees State insurance, Income-tax, Sales-Tax, GST, Service tax, Value added tax, cess, etc. There are no undisputed dues payable, outstanding as on 31st March, 2018 for a period of more than six months from the date they became payable except the interest on availment of wrong credit of service tax as given below:
|
Name of the statute |
Nature of Dues |
Amount (Rs. in Million) |
Period to which the amount relates |
Due Date |
Date of payment |
|
Finance Act, 1994 |
Interest on wrongly credit of service tax |
11.21 |
2016-17 |
Various |
Not yet paid |
b) According to the information and explanations given to us, the following dues of Service Tax has not been deposited by the Company on account of dispute;
|
Name of the statute |
Nature of Dues |
Amount (Rs. in Million) |
Period to which amount relates |
Forum where the dispute is pending |
|
Finance Act, 1994 |
Service Tax |
77.37 |
2010-11 to 2014-15 |
Commissioner of Service Tax |
|
Finance Act, 1994 |
Service Tax |
14.04 |
2013-14 to 2015-16 |
Assisstant Commissioner of Service Tax |
|
Finance Act, 1994 |
Service Tax |
38.50 |
2015-16 |
Deputy Commissioner of CGST & Central Excise, Mumbai East |
(viii) According to the information and explanations given to us and based on the records of the company examined by us, the company has not defaulted in repayment of loans to bank. The Company did not have any loan from financial institutions or government and also did not have any debentures outstanding during the year.
(ix) The Company didnât raise any money by way of initial public offer or further public offer or term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.
(x) According to the information and explanation given to us, no material fraud on the Company or any fraud on the company by its officers or employees has been noticed or reported during the year.
(xi) According to information & explanations given to us, no managerial remuneration has been paid or provided as such para paragraph 3(xi) of the Order is not applicable.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) As per the information and explanations given by the management, all the transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the standalone financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, paragraph 3(xiv) of the Order is not applicable.
(xv) As per the information and explanations given by the management, the company has not entered into any non-cash transaction with directors or persons connected with him. Therefore paragraph 3 (xv) of the order is not applicable to the company.
(xvi) As per the information and explanations given by the management, company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore paragraph 3 (xvi) of the order is not applicable to the company.
Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Seamec Limited (âthe Companyâ) as of 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on, âthe 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 (ICAI)â. 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 companyâs 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) issued by ICAI and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 auditorâs judgement, 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs 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 companyâs 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 companyâs 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, to the best of our information and according to the explanations given to us, 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 31st March, 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 T R Chadha & Co LLP
Chartered Accountants
Firm Regn. No: 006711N/N500028
Vikas Kumar
Place: Mumbai
Partner
Date: 25th May 2018 Membership No. 075363
Mar 31, 2017
INDEPENDENT AUDITORâS REPORT To the Members of SEAMEC Limited Report on the Ind AS financial statements
We have audited the accompanying standalone Ind AS financial statements of SEAMEC Limited ("the Company"), which comprise 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.
Managementâs Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS 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 there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as 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 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 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 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, of the state of affairs of the Company as at March 31, 2017, its loss and its cash flows for the year ended on that date.
Emphasis of Matter
We draw attention to note 48 to the standalone financial statements, regarding application made by the Company to the Central Government, seeking waiver from recovery of managerial remuneration of '' 3.66 million, which was paid in excess of the limits specified under the Companies Act, 2013, for the financial year 2015-16. Pending approval of the Central Government, no adjustments are considered necessary by management in this regard. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in Annexure 1, 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 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 including the Statement of Other Comprehensive Income, the Cash Flow Statement and 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 statements comply with the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016;
(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 dated May 30, 2017 in "Annexure 2" to this report;
(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 standalone Ind AS financial statements - Refer Note 37 to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in note 55 to these standalone Ind AS financial statements as to the holding of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on our audit procedures and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the Management.
Annexure 1 as referred to in paragraph 1 under the heading âReport on Other Legal and Regulatory Requirementsâ of our report of even date
Re: SEAMEC Limited (âthe Companyâ)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) Fixed assets have been physically verified during the year by the management and no material discrepancies were identified on such verification.
(c) According to the information and explanations given by the management, there are no immovable properties, included in property, plant and equipment of the Company and accordingly, the requirements under paragraph 3(i)
(c) of the Order are not applicable to the Company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, the Company has not given loans or guarantees to directors or other persons in which a director is interested, or provided security in connection with a loan taken by them, to which provisions of section 185 and 186 of the Companies Act, 2013 apply and accordingly, we have nothing to report on compliance of section 185 and 186, in this regards. In our opinion and according to the information and explanations given to us, the Company has made investment in securities which is in compliance with the provision of section 186 of the Companies Act, 2013.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the services of the Company.
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of custom, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities. There were significant delays during the year in depositing dues of service tax.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, sales-tax, duty of custom, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The arrears of service tax, that remained outstanding as at the balance sheet date, for a period of more than six months from the date they became payable, is as follows:
(Amount in millions)
|
Name of the Statute |
Nature of the Dues |
Amount |
Period to which the amount relates |
Due Date |
Date of Payment |
|
Finance Act, 1994 |
Service Tax |
5.79 |
April 2016 |
August 5, 2016 |
Not yet paid |
|
Finance Act, 1994 |
Interest delayed payment of service tax |
4.22 |
January to September 2016 |
Various |
Not yet paid |
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:
|
Name of the Statute |
Nature of Dues |
Amount |
Period to which the amount relates |
Forum where the dispute is pending |
|
The Customs Act, 1962 |
Payment of custom duty towards repairs carried out abroad on its multisport Vessels (Duty/Penalty/ Interest) |
1,197 |
2002 and 2011 |
Commissioner of Customs (Import) |
|
Finance Act, 1994 |
Service Tax (Tax) |
77.37 |
2010-11 to 2014-15 |
Commissioner of Service tax |
|
Finance Act, 1994 |
Service Tax (Tax) |
14.04 |
2013-14 to 2015-16 |
Assistant Commissioner of Service tax |
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans to bank. The Company did not have any loan from financial institution or government and also did not have any debentures during the year.
(ix) The Company has not raised any money way of further public offer / debt instruments and term loans hence; reporting under clause (ix) is not applicable to the Company and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under report and hence, reporting requirements under clause 3(xiv) are not applicable to the company and hence not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
ANNEXURE 2 TO THE INDEPENDENT AUDITORâS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF SEAMEC LIMTED
Report on the Internal Financial Controls 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 SEAMEC Limited (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.
Managementâs 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 the 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.
Auditorâs 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 as specified under section 143(10) of the Companies Act, 2013, to the extent 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 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.
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.
For S R B C & CO LLP Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Vinayak Pujare Partner
Membership Number: 101143
Place: Mumbai
Date: May 30, 2017
Mar 31, 2016
To the Members of SEAMEC Limited Report on the Financial Statements
We have audited the accompanying standalone financial statements of SEAMEC Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, 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.
Managementâs Responsibility for the 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 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 and Companies (Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs 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 there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, 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 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. An audit also includes evaluating the appropriateness of 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 qualified audit opinion.
Basis for qualified opinion
We report that as of March 31, 2016, the carrying amount of Trade Receivables includes '' 171.57 million (net of provision for doubtful debts of ''52.26 million) receivable from a charterer. As explained in note 30(b) to the standalone financial statements, this amount is withheld by the charterer until a settlement involving the Company is reached in this regard. Since this amount is subject to settlement and consequential adjustments if any, we are unable comment on the recoverability of the same including consequential adjustments that may be required to be made to these financial statements.
Qualified opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, 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, 2016, of its profit and its cash flows for the year ended on that date.
Empasis of Matters
We draw attention to note 37(a) to the Standalone Financial Statements regarding remuneration of the Managing Director being in excess of the limits specified under the Companies Act, 2013 by ''3.67 million for the year ended March 31, 2016. Such excess remuneration requires approval of the Central Government of India, which the Company proposes to seek. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" 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 except for the matter described in the Basis for Qualified Opinion paragraph above, 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;
(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 specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;
(g) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013;
(h) 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" to this report; and
(i) 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 statements -Refer note 28 and 30 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company.
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.
(c) There are no immovable properties, included in property, plant and equipment / fixed assets of the Company and accordingly, the requirements under paragraph 3(i)(c) of the Order are not applicable to the Company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, the Company has not advanced loans to directors / to a company in which the Director is interested to which provisions of section 185 of the Companies Act, 2013 apply and hence not commented upon. In our opinion and according to the information and explanations given to us, the Company has invested which is in compliance with the provision of section 186 of the Companies Act 2013. The Company has not given loans / guarantees / provided security, to which the provisions of section 186 of the Companies Act 2013 apply and hence not commented upon.
(v) The Company has not accepted any deposits from the public.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the services of the Company,
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:
|
Name of the Statute |
Nature of Dues |
Amount (Rs. In million) |
Period to which the amount relates |
Forum where the dispute is pending |
|
The Customs Act, 1962 |
Payment of custom duty towards repairs carried out abroad on its multi-support Vessels (Duty / Penalty / Interest) |
1,197 |
2002 and 2011 |
Commissioner of Customs (Import) |
|
Finance Act, 1994 |
Service Tax (Tax) |
77.37 |
2010-11 to 201415 |
Commissioner of Service tax |
|
Income Tax Act, 1961 |
Demand (Tax and Interest) |
0.06 |
2011-12 |
CIT (appeal) |
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank and government. The Company did not have any outstanding debentures during the year.
(ix) According to the information and explanations given by the management, the Company has not raised any money way of further public offer / debt instruments and term loans hence; reporting under clause (ix) is not applicable to the Company and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud on the company by the officers and employees of the Company has been noticed or reported during the year.
(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements, and according to the information and explanations given by the management, we report that remuneration of the Managing Director for the year ended March 31, 2016 is in excess of the limits applicable under section 197 of the Act, read with Schedule V thereto, by '' 3.67 million. We are informed by the management that it proposes to file an application with the Central Government, seeking waiver of excess remuneration paid. Our report includes an Emphasis of Matter in this respect.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and hence not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/ E300003
per Vinayak Pujare
Partner
Membership Number: 101143
Place: Mumbai
Date: May 19, 2016
Mar 31, 2014
We have audited the accompanying financial statements of SEAMEC Limited
("the Company"), which comprise the Balance Sheet as at March 31, 2014,
and 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
accounting principles generally accepted in India, including the
Accounting Standards notified under the Companies Act, 1956, read with
General Circular 8/2014 dated 4 April 2014 issued by the Ministry of
Corporate Affairs. 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 but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. 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 Companies Act, 1956 ("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 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;
(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 Balance Sheet, the Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
notified under the Companies Act, 1956, read with General Circular
8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;
(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.
Annexure referred to in paragraph 1 under the heading "Report on other
legal and regulatory requirements" of our report of even date Re:
SEAMEC Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. No material
discrepancies were noticed on such verification,
(c) There was no substantial disposal of fixed assets during the year,
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year,
(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory.
Discrepancies noted on physical verification of inventories were
material, and have been properly dealt with in the books of account,
(iii) (a) According to the information and explanations given to us,
the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii) (a) to (d) of the Order are not applicable
to the Company and hence not commented upon
(b) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)
(e) to (g) of the Order are not applicable to the Company and hence not
commented upon.
(iv) 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 sale of services. During
the course of our audit, we have not observed any major weakness or
continuing failure to correct any major weakness in the internal
control system of the Company in respect of these areas.
(v) (a) In our opinion, there are no contracts or arrangements that
need to be entered in the register maintained under Section 301 of the
Companies Act, 1956. Accordingly, the provisions of clause 4(v) (b) of
the Order are not applicable to the Company and hence not commented
upon.
(vi) The Company has not accepted any deposits from the public,
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business,
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of section 209 of the Act for the services of
Company,
(ix) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees'' state insurance,
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, cess and other material statutory dues applicable to it. The
provisions relating to employees'' state insurance are not applicable to
the Company.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, cess and other undisputed statutory dues were outstanding,
at the year end, for a period of more than six months from the date
they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Name of the Nature of dues Amount * Period to
which Forum where
dispute is
statute (INR million) the amount pending
relate
The Customs Payment of custom
duty towards Rs.1,197 2002 to 2011 Commissioner
of Customs (
Act, 1962 repairs carried
out abroad on its Import)
multi-support vessels
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year,
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has no outstanding dues to a banks, financial institution or
debenture holders,
(xii) According to the information and explanations given to us and
based on the documents and records produced before us, the company has
not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund /society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
are not applicable to the Company,
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year,
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment,
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year,
(xx) The Company has not raised any money through a public issue during
the year,
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E
per Hemal Shah
Partner
Membership Number: 42650
Place: Mumbai
Date : May 28, 2014
Mar 31, 2013
Report on the financial statements
We have audited the accompanying financial statements of SEAMEC Limited
("the Company"), which comprise the balance sheet as at March 31, 2013,
and 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 principles generally accepted in India, including
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 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 31 March 2013;
(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 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;
(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 Balance sheet, Statement of profit and loss and
Cash flow statement comply with the accounting standards referred to in
sub-section (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.
Annexure referred to in paragraph 1 under the heading "Report on other
legal and regulatory requirements'''' of our report of even date
Re: SEAMEC Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. No material
discrepancies were noticed on such verification.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory.
Discrepancies noted on physical verification of inventories were not
material and have been properly dealt with in the books of account.
(iii) (a) According to the information and explanations given to us,
the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii) (a) to (d) of the Order are not applicable
to the Company and hence not commented upon.
(b) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)
(e) to (g) of the Order are not applicable to the Company and hence not
commented upon.
(iv) 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 sale of services. During
the course of our audit, we have not observed any major weakness or
continuing failure to correct any major weakness in the internal
control system of the Company in respect of these areas.
(v) (a) In our opinion, there are no contracts or arrangements that
need to be entered in the register maintained under Section 301 of the
Companies Act, 1956. Accordingly, the provisions of clause 4(v) (b) of
the Order are not applicable to the Company and hence not commented
upon.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of section 209 of the Act for the services of
Company.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues have generally been regularly deposited
with the appropriate authorities though there has been a slight delay
in few cases of service tax and TDS payments.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, cess and other undisputed statutory dues were outstanding,
at the year end, for a period of more than six months from the date
they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Name of the Nature of dues Amount * Period to which the Forum where
dispute is pending
statute (INR million) amount relate
The Customs Payment of custom duty towards Rs. 1,197 2002 to 2011
Commissioner of Customs (Import)
Act, 1962 repairs carried out abroad on its multi-support vessels
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has no outstanding dues to a banks, financial institution or
debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced before us, the company has
not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund /society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. BATLIBOI & CO. LLP
Chartered Accountants ICAI
Firm registration number: 301003E
per Hemal Shah
Place: Mumbai Partner
Date: May 23, 2013 Membership Number: 42650
Mar 31, 2012
1 We have audited the attached Balance Sheet of SEAMEC Limited ('the
Company') as at March 31, 2012 and also the Statement of Profit and
Loss and the Cash Flow Statement for the year ended on that date
annexed thereto. 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.
2 We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of 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 overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3 As required by the Companies (Auditor's Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4 Further to our comments in the Annexure referred to in paragraph 3
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 account as required by law have
been kept by the Company, so far as appears from our examination of
those books;
(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
account;
(iv) In our opinion, the Balance Sheet, Statement of 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) On the basis of the written representations received from the
Directors, as on March 31, 2012, and taken on record by the Board of
Directors, we report that none of the Directors of the Company is
disqualified as on March 31, 2012 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 accounts give the information
required by the Companies Act, 1956, 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, 2012;
(b) in the case of the Statement of Profit and Loss Account, of the
loss of the Company 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.
Annexure referred to in paragraph 3 of our report of even date Re:
SEAMEC Limited ('the Company')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the year and no material discrepancies were identified on such
verification.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification
(iii) (a) According to the information and explanations given to us,
the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii)(a) to (d) of the Order are not applicable
to the Company and hence not commented upon.
(b) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) 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 sale of services. During
the course of our audit, we have not observed any major weakness or
continuing failure to correct any major weakness in the internal
control system of the Company in respect of these areas.
(v) In our opinion, there are no contracts or arrangements that need to
be entered in the register maintained under Section 301 of the
Companies Act, 1956. Accordingly, the provisions of clause 4(v) of the
Order are not applicable to the Company and hence not commented upon.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of section 209 of the Act for the services of
Company.
(ix) (a) Undisputed statutory dues including provident fund,
income-tax, service tax, customs duty, cess and other material
statutory dues applicable to it have generally been regularly deposited
with the appropriate authorities except for provident fund of crew
members in respect of which there has been a slight delay in a few
cases.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, cess and other undisputed statutory dues were outstanding,
at the year end, for a period of more than six months from the date
they became payable.
(c) According to the information and explanations given to us, there
are no dues of income tax, sales-tax, wealth tax, service tax, customs
duty, excise duty and cess which have not been deposited on account of
any dispute.
(x) The Company has no accumulated losses at the end of the financial
year and the Company has not incurred cash loss during the year.
However, in the immediately preceding financial year, the Company had
incurred cash loss.
(xi) The Company has no dues payable to financial institution, bank or
debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. BATLIBOI & Co.
Chartered Accountants
Firm Registration No:.301003E
per Hemal Shah
Partner
Membership No.: 42650
Place: Mumbai
Date: May 30, 2012
Mar 31, 2011
I . We have audited the attached Balance Sheet of SEAMEC Limited (Ãthe
Company') as at March 31, 2011 and also the Profit and Loss Account and
the cash flow statement for the year ended on that date annexed
thereto. 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.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of 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 overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (as
amended) (Ãthe Order') issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we
enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
4. Without qualifying our opinion, we draw attention to Note 7(f) of
Schedule 16 to the financial statements. The Company has incurred
managerial remuneration of Rs. 15,311 Thousand during the year which is
in excess of the limits specified by the relevant provisions of the
Companies Act, 1956 by Rs. 10,511 Thousand. The Company has made an
application to the appropriate regulatory authorities in this regard,
for payment of such excess remuneration to managerial personnel.
Pending the final outcome of the Company's application, no adjustments
have been made to the accompanying financial statements in this regard.
5. 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 account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(iii) The balance sheet, profit and loss account and cash flow
statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the balance sheet, 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) On the basis of the written representations received from the
directors, as on March 31, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2011 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 accounts give the information
required by the Companies Act, 1956, 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, 2011;
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 cash flow statement, of the cash flows for the year
ended on that date.
Annexure referred to in paragraph 3 of our report of even date Re:
SEAMEC Limited (Ãthe Company')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the period and no material discrepancies were identified on such
verification.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory and as per
information and explanation given to us, no material discrepancies were
noticed on physical verification.
(iii) (a) As informed, the Company has not granted any loans, secured
or unsecured to companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
Therefore, the provisions of clause 4 (iii) (b) to (d) of the Order are
not applicable to the Company.
(b) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
Therefore, the provisions of clause 4 (iii) (f) to (g) of the Order are
not applicable to the Company.
(iv) 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 services.
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of these areas. During the
course of our audit, we have not observed any continuing failure to
correct major weakness in internal control system of the Company.
(v) According to the information and explanations provided by the
management, we are of the opinion that there are no contracts or
arrangements referred to in section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under section 301.
Therefore, the provisions of clause 4 (v) (a) & (b) of the Order are
not applicable to the Company.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of section 209 of the Companies Act, 1956 for
the products of the Company.
(ix) (a) Undisputed statutory dues including provident fund,
income-tax, service tax, customs duty and other material statutory dues
applicable to it have generally been regularly deposited with the
appropriate authorities except for provident fund of crew members in
respect of which there has been a slight delay in a few cases. There
are no dues during the year towards investor education and protection
fund, employees' state insurance, sales tax, wealth tax and excise
duty.
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the Company in depositing the same.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, service tax, sales- tax, customs duty, excise duty, cess
and other undisputed statutory dues were outstanding, at the year end,
for a period of more than six months from the date they became payable.
(c) According to the records of the Company, there are no dues
outstanding of income-tax, sales-tax, wealth-tax, service tax, customs
duty, excise duty and cess on account of any dispute.
(x) The Company has no accumulated losses at the end of the period.
However the Company has incurred cash losses in the current year
whereas there were cash profits in the immediately preceding financial
period.
(xi) The Company has no dues payable to financial institution, bank or
debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no fimds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through a public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. BATLIBOI & ASSOCIATES
Firm registration number: 101049W
Chartered Accountants
per Amit Majmudar
Partner
Membership No.: 36656
Place: Mumbai
Date: May 10, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of SEAMEC Limited ("the
Company") as at March 31,2010 and also the Profit and Loss Account and
the cash flow statement for the 15 months period ended on that date
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit,
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of 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 overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies( Auditors Report) Order, 2003 ( as
amended) (the Order) issued by the Central Government of India in
terms of sub-section (4 A) of section 227 of the companies Act, 1956,
we enclose in the Annexure a statement on the matters specified in the
paragraphs 4 and 5 of the said Order.
4. 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 account as required by taw have
been kept by the Company so far as appears from our examination of
those books;
(iii) The balance sheet, profit and loss account and cash flow
statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the balance sheet, 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) On the basis of written representations received from the
directors, as on March 31, 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2010 from being appointed as a director in terms of clause(g)
of sub-section (1) of section 274 of the Companies Act, 1956.
(vi) Without qualifying our opinion, we draw attention to note No. 7(f)
of Schedule 16 of the financial statements regarding provision for
commission amounting to Rs. 600 thousand to the Non-Executive
Directors, which is subject to shareholders approval.
(vii) In our opinion and to the best of our information and according
to the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, 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, 2010;
b) In the case of the profit and loss account, of the profit for the 15
months period ended on that date; and
c) In the case of cash flow statement, of the cash flows for the 15
months period ended on that date.
Annexure referred to in paragraph 3 of our report of even date Re.:
SEAMEC Limited (the company)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during
the period and no material discrepancies were identified on such
verification.
(c) There was no substantial disposal of fixed assets during the
period,
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the period.
(b) The procedures of physical verification of inventory 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 is maintaining proper records of inventory and as per
information and explanation given to us, no material discrepancies were
noticed on physical verification.
(iii) (a) As informed, the Company has not granted any loans secured or
unsecured to companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956.
(b) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties 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 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 services,
During the course of our audit, no major weakness has been noticed in
the internal control system in respect of these areas.
(v) According to the information and explanations provided by the
management, we are of the opinion that there are no contracts or
arrangements referred to in section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under section 301.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section(l) of section 209 of the Companies Act, 1956 for the
products of the Company.
(ix) (a) Undisputed statutory dues including provident fund, income
tax, service tax, customs duty, cess and other material statutory dues
applicable to it have generally been regularly deposited with the
appropriate authorities except for provident fund of crew members in
respect of which there has been a slight delay in a few cases. There
are no dues during the period towards investor education and protection
fund, employees state insurance, sales tax, wealth tax and excise
duty,
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same,
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income- tax,
service tax, customs duty, cess and other undisputed statutory dues
were outstanding, at the period end, for a period of more than six
months from the date they became payable.
(c) According to the records of the Company, there are no dues
outstanding of income- tax, sales-tax, wealth - tax, service- tax,
customs duty, excise duty and cess on account of any dispute,
(x) The Company has no accumulated losses at the end of the period and
it has not incurred cash losses in the current period and immediately
preceding financial year.
(xi) The Company has no dues payable to financial institution, bank or
debenture holders,
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of ciause 4
(xiii) of the order are not applicable to the Company.
(xiv) In our opinion, the company is not dealing in or trading in
shares, securities, debentures and other investments . Accordingly, the
provisions of clause 4 (xiv) of the Order are not applicable to the
Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
period.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long -term
investment.
(xviii)The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
period.
(xx) The company has not raised any money through a public issue during
the period.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S. R. Batliboi & Associates
Firm registration number: 101049W
Chartered Accountants
Per Amit Majmudar
Partner
Membership No.: 36656
Place: Mumbai
Date: May 11, 2010
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