1. We have audited the attached Balance Sheet of BOMBAY POTTERIES &
TILES LIMITED as at 31st March, 2011, the Profit and Loss Account and
also 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 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 (Auditor''s Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956 (hereinafter referred to as the
Act), we annex hereto a statement on the matters specified in
paragraphs 4 and 5 of the said Order, to the extent applicable.
4. Further to our comments in the Annexure referred to in paragraph 3
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
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 the
c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.
d) In our opinion, the Balance Sheet, Profit & 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 Act, to
the extent applicable.
e) On the basis of the written representations received from the
directors as on 31st March, 2011 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March, 2011 from being appointed as a director of the Company in
terms of Section 274(l)(g)of the Act.
f) The Company has not complied with the provisions of Section 80 of
the Act inasmuch as that it has neither redeemed the 12% Cumulative
Preference Shares amounting to Rs. 19,00,000 (cumulative dividend
thereon: Rs.22,80,000), nor taken approval from Company Law Board to
extend the period of redemption. (Refer Note No. 2 in Schedule ''M'' to
the Financial Accounts).
g) Subject to the matters referred to at paragraph 4 (f) above, 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
significant accounting policies and other notes appearing in Schedule
''M'' and those appearing elsewhere in the accounts, 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
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2011;
ii) in the case of the Profit & Loss Account, of the loss of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS'' REPORT OF EVEN DATE ON
THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31st MARCH, 2011
OF BOMBAY POTTERIES & TILES LIMITED.
On the basis of such checks as we considered appropriate and according
to the information and explanations given to us during the course of
audit, we state that:
1. (i) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
(ii) The physical verification of fixed assets was carried out during
the year, which, in our opinion, is reasonable considering the size of
the Company and the nature of its assets. No discrepancies were noticed
on such verification.
(iii) No substantial / major part of fixed assets has been disposed off
during the year.
2. As informed the Company does not have any inventory and as
such,Clause 4 (ii) (a) to 4 (ii) (c) of the Companies (Auditor''s
Report) Order, 2003 ( as amended) are not applicable
3. a) 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 Act.
b) The Company has taken unsecured interest free loan from one director
covered in the Register maintained under Section 301 of the Act and
there are no terms and conditions specified in the said loan. The
maximum amount involved during the year was Rs. 10427399 as at
31.03.2011 .and the year end balance was Rs. 10427399. Thus the terms
and conditions are not prima facie prejudicial to the interest of the
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business. During the
course of our audit, no major weaknesses have been noticed in the
internal control system.
5. According to information and explanations given to us, we are of
the opinion that the particulars of contracts or arrangements referred
to in Section 301 of the Act have been entered in the register required
to be maintained under that Section. In our opinion and according to
the information and explanation given to us.
There are no transactions made in pursuance of such contracts or
arrangements exceeding value of rupees five lakhs entered into during
the financial year.
6. The Company has not accepted any deposits within the meaning of the
section 5 8A, 58AA or any other relevant provisions of the Act and
rules framed there under.
7. The Company does not have any formal internal audit system.
However, as explained to us, effective internal control is being
8. (i) The Company is generally regular in depositing undisputed
statutory dues including Provident fund, Investor Education and
Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty, Cess and other statutory dues applicable to
the Company with appropriate authorities. No undisputed amounts payable
in respect of the aforesaid statutory dues were outstanding as at the
last day of the financial year for a period of more than six months
from the date they became payable.
(ii) According to the records of the Company, there are no dues of
Income Tax, Sales Tax, Customs Duty, Wealth Tax, Service Tax, Excise
Duty, and Cess which have not been deposited on account of any dispute.
9. In our opinion, the accumulated losses as at 31st March, 2011 of
the Company are less than fifty percent of its net worth. The Company
has incurred cash losses during the financial year and in the
immediately preceding financial year.
10. According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
11. According to the information and explanation given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
12. The Company has not raised any term loan during the year.
13. According to the information and explanations given to us and on
an overall examination of the cash flow statement and the balance sheet
of the Company, in our opinion, the funds raised on short term basis
have, not been used for long term investment.
14. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act.
15. The Company has not issued any debentures during the year.
16. The Company has not raised any money by way of pubic issue during
17. 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 ANIL JAYKANT & CO.
Firm Registration No.; 100437W
ANIL J. SHAH
(Membership No. 11584)
Dated: 2nd September 2011