We have audited the attached Balance Sheet of BAJAJ HINDUSTHAN LIMITED
as at 30th September, 2011, and the related Profit and Loss Account and
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.
1. We have 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 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 reasonable basis for
our opinion.
2. As required by the Companies (Auditor''s Report) Order, 2003 (CARO,
2003), (as amended) issued by the Central Government of India in terms
of Section 227(4A) of the Companies Act,1956, we annex hereto a
Statement on the matters specified in paragraphs 4 and 5 of the said
Order.
3. Further to our comments in the Annexure referred to in paragraph 2
above, 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 purposes of our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of such
books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by the report are in agreement with the books of account of
the Company;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement comply with the Accounting Standards referred to in
section 211 (3C) of the Companies Act, 1956, to the extent applicable;
(e) On the basis of the written representations received from the
Directors, as on 30th September, 2011 and taken on record by the Board
of Directors, we report that none of the Directors are disqualified as
on 30th September, 2011, from being appointed as a Director in terms of
Clause (g) of sub-section (1) of Section 274 of the Companies Act,
1956;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes thereon, 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 30th September, 2011;
(b) in the case of the Profit and Loss Account, 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 OF EVEN DATE
Re : BAJAJ HINDUSTHAN LIMITED (the Company)
1. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets;
(b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification;
(c) In our opinion, the Company has not disposed off substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of its inventories:
(a) As explained to us, the inventories have been physically verified
by the management at reasonable intervals during the year;
(b) As explained to us, the procedures of physical verification of the
inventory followed by the management are, in our opinion, reasonable
and adequate in relation to the size of the Company and the nature of
its business;
(c) According to the inventory records produced to us for our
verification, we are of the opinion that the Company is maintaining
proper records of its inventory. Further, discrepancies noticed on
physical verification of inventories, if any, referred to above, as
compared to book records, though not material, have been properly dealt
with in the books of account.
3. In respect of the loan, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act,1956:
(a) The Company has given loans to two subsidiary companies. In respect
of the said loans, the maximum amount outstanding at any time during
the year is Rs 134.10 crores and outstanding balance as at year end is Rs
133.92 crores;
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions of the
loans given by the Company, are not prima facie prejudicial to the
interest of the Company;
(c) The principal amounts are repayable on demand and there is no
repayment schedule. The interest is payable on demand;
(d) In respect of the said loans, these are repayable on demand and
therefore the question of overdue amount doesn''t arise;
(e) The Company has not taken any loan during the year from companies,
firms or other parties covered in the Register maintained under section
301 of the Companies Act, 1956. Consequently, the requirements of
Clause (iii) (f) and (iii) (g) of paragraph 4 of the Order are not
applicable.
4. In our opinion and according to the information and explanations
given to us, there is generally adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to the purchase of inventory and fixed assets and
for the sale of goods. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in internal
control system.
5. In respect of contracts or arrangements referred to in section 301
of the Companies Act, 1956:
(a) On the basis of the audit procedures applied by us, and according
to the information and explanations given to us on our enquiries on
this behalf and the records produced to us for our verification, the
contracts or arrangements that need to be entered into the register
required to be maintained under section 301 of the Companies Act, 1956
have been so entered;
(b) The transactions so entered, aggregating in excess of Rs 5,00,000/-
in respect of each party during the year, have been, in our opinion, as
per the information and explanation given to us, made at prices, which
are reasonable having regard to the prevailing market prices available
at which transactions for similar goods have been made with other
parties at the relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by the
provisions of section 58A, 58AA or any other relevant provisions of the
Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,
1975 with regard to the deposits accepted from the public. According
to the information and explanations given to us, no order has been
passed by the Company Law Board or National Company Law Tribunal or
Reserve Bank of India or any court or any other Tribunal.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business;
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for
maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956 in respect of Company''s products to which the said rules are
made applicable and are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have, however,
not made a detailed examination of the records with a view to determine
whether they are accurate;
9. In respect of statutory dues:
(a) According to the records of the Company, the Company has been
generally regular in depositing with statutory 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. According to the information
and explanations given to us, no undisputed amounts payable in respect
of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise
duty and Cess were outstanding, at the year end for a period of more
than six months from the date they became payable.
(b) On the basis of our examination of the documents and records of the
Company and the information and explanations given to us upon our
inquiries in this regard, there were no disputed amounts payable in
respect of Income tax, Sales tax, Wealth tax, Service tax, Customs
Duty, Excise Duty and Cess and not deposited with the appropriate
authorities other than those stated hereunder:
Name of the Nature of Dues Amount
Statute (Rsin crores)
Central Sales Sales Tax, VAT 3.36
Tax Act/VAT and Entry Tax
Act of various
states
4.13
0.69
Central Excise Excise and 7.14
Act, 1944 Service Tax
23.78
0.11
Total 39.21
Name of the statute Period for Forum where
which amount dispute is
relates pending
Central sales Various years from Deputy/ Joint
Tax Act/VAT 1997-98 to 2010-11 Commissioner/
Act of various Commissioner
States (Appeals)
Various years from Sales Tax Appellate
1982-83 to 2010-11 Tribunal
Various years High Court
from 1989-90
to 2006-07
Central Excise Various years from Commissioner of
Central
Act,1944 1981-82 to 2010-11 Excise (Appeals)
Various years from Central Excise
and Service
1981-82 to 2009-10 Tax Appellate
Tribunal
1993-94 & 2007-08 High Court
10. The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year.
11. Based on the information and explanations given by the management,
we are of the opinion that the Company has not defaulted in repayment
of dues to financial institutions, banks and debenture holders.
12. The Company has not granted any loans and advances on
the basis of security by way of pledge of shares, debentures and other
securities.
13. 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.
14. The Company has maintained proper records of the transactions and
contracts in respect of dealing or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, securities, debentures and other investments have
been held by the Company in its own name.
15. The Company has given guarantee for loans taken by its three
subsidiary companies from banks; the terms and conditions whereof in
our opinion and as per the information and explanations given to us are
not prima facie prejudicial to the interest of the Company.
16. Based on the information and explanations given to us, the term
loans were applied for the purpose for which the loans were obtained.
17. According to the information and explanations given to us and on
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.
18. The Company has not made any preferential allotment of shares to
companies/ firms/parties covered in the register maintained under
section 301 of the Companies Act, 1956.
19. In our opinion and according to the information and explanations
given to us, the Company has not issued any secured debentures during
the year covered by our report. Accordingly, provisions of clause
(xix) of the Companies (Auditor''s Report) Order, 2003 are not
applicable.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For and on behalf of
CHATURVEDI AND SHAH
Firm Registration No. 101720W
Chartered Accountants
Amit Chaturvedi
Partner
Membership No. 103141
Mumbai,
November 23, 2011 |