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Clariant Chemicals India
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« Dec 13
Auditor's Report (Clariant Chemicals India) Year End : Dec '14
Report on the Financial Statements
 
 1.  We have audited the accompanying financial statements of Clariant
 Chemicals (India) Limited (the Company), which comprise the Balance
 Sheet as at December 31, 2014, 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,
 which we have signed under reference to this report.
 
 Management''s Responsibility for the Financial Statements
 
 2.  The Company''s Management is responsible for the preparation of
 these financial statements that give a true and fair view of the
 financial position, financial performance and cash flows of the Company
 in accordance with the Accounting Standards notified under the
 Companies Act, 1956 (the Act) read with the General Circular 15/2013
 dated September 13, 2013 of the Ministry of Corporate Affairs in
 respect of Section 133 of the Companies Act, 2013. 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.
 
 Auditors'' Responsibility
 
 3.  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 and other applicable authoritative
 pronouncements 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.
 
 4.  An audit involves performing procedures to obtain audit evidence,
 about the amounts and disclosures in the financial statements. The
 procedures selected depend on the auditors'' 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 auditors consider 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.
 
 5.  We believe that the audit evidence we have obtained is sufficient
 and appropriate to provide a basis for our audit opinion.
 
 Opinion
 
 6.  In our opinion, and to the best of our information and according to
 the explanations given to us, the accompanying 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 December 31, 2014;
 
 (b) in the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Other Matter
 
 7 The financial statements of the Company as at December 31, 2013 and
 for the year then ended were audited by another firm of chartered
 accountants who, vide their report dated February 26, 2014, expressed
 an unmodified opinion on those financial statements.
 
 Report on Other Legal and Regulatory Requirements
 
 8.  As required by ''the Companies (Auditor''s Report) Order, 2003'', as
 amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'',
 issued by the Central Government of India in terms of sub-section (4A)
 of section 227 of the Act (hereinafter referred to as the Order), and
 on the basis of such checks of the books and records of the Company as
 we considered appropriate and according to the information and
 explanations given to us, we give in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the Order.
 
 9.  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 dealt with by this report comply with the
 Accounting Standards notified under the Companies Act, 1956 read with
 the General Circular 15/2013 dated September 13, 2013 of the Ministry
 of Corporate Affairs in respect of Section 133 of the Companies Act,
 2013;
 
 (e) On the basis of written representations received from the directors
 as on December 31, 2014, and taken on record by the Board of Directors,
 none of the directors is disqualified as on December 31, 2014, from
 being appointed as a director in terms of clause (g) of sub-section (1)
 of section 274 of the Act.
 
 ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
 
 (Referred to in paragraph 8 of the Independent Auditors'' Report of even
 date to the members of Clariant Chemicals (India) Limited on the
 Financial Statements as of and for the year ended December 31, 2014)
 
 i.  (a) The Company is maintaining proper records showing
 
 full particulars, including quantitative details and situation, of
 fixed assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items over a
 period of three years which, in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the Management during the year and no material
 discrepancies have been noticed on such verification.
 
 (c) In our opinion, and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 ii.  (a) The inventory excluding stocks with third parties has
 
 been physically verified by the Management during the year. In respect
 of inventory lying with third parties, these have substantially been
 confirmed by them. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, 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) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 iii. The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Act. Therefore, the
 provisions of Clause 4(iii)[(b),(c),
 
 (d) ,(f) and (g)] of the said Order are not applicable to the Company.
 
 iv.  In our opinion, and according to the information and explanations
 given to us, having regard to the explanation that, except for certain
 items of inventory which are of special nature for which suitable
 alternative sources do not exist, there is an adequate internal control
 system commensurate with the size of the Company and the nature of its
 business for the purchase of inventory and fixed assets and for the
 sale of goods and services. Further, on the basis of our examination of
 the books and records of the Company, and according to the information
 and explanations given to us, we have neither come across, nor have
 been informed of, any continuing failure to correct major weaknesses in
 the aforesaid internal control system.
 
 v.  (a) According to the information and explanations given
 
 to us, we are of the opinion that the particulars of all contracts or
 arrangements that need to be entered into the register maintained under
 section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 vi.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 viii. We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act, and are of the opinion that, prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 ix.  (a) According to the information and explanations given to
 
 us and the records of the Company examined by us, in our opinion, the
 Company is regular in depositing the 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 and other material statutory dues, as
 applicable, with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income tax, sales tax, service tax and excise duty as at December 31,
 2014 which have not been deposited on account of a dispute, are as
 follows:
 
 Name of        Nature of     Amount      Period to    Forum where
 the statute    dues          ( RS.in     which the    the dispute is
                              lakhs)      amount       pending 
                                          relates
 
 Central        Sales Tax     2.27        1996-97 to   High Court of
 Sales Tax      including                 1998-99      Tamil Nadu
 Act and        interest:     8,395.88    1999-00       
 
 Local Sales    and                       2004-05      Sales Tax 
 Tax Acts       penalty, as                            Appellate         
                applicable                             Tribunals of
                                                       various states
 
                              5,082.12    1996-97 to   Appellate
                                          1998-99      Authority
                                                       - up to
                                                       Commissioner''s
                                                       level
 
 
 The            Excise        437.58      1999-00 to   Tribunals of
 Central        duty                      2008-09      various states
 
 Excise Act,    including     213.37      1994-95 to   Appellate 
 1944           interest:                 1997-98,     Authority
                and                       2000-01      -up to
                penalty, as                            Commissioner''s
                aPPlicable                             level 
 
 Service        Service        33.00      2002-03 to   Tribunals of
 Tax under      Tax                       2004-05,     various states
 Finance        including                 2007-08 to
 Act,           interest                  2012-13
 
 1994           and           161.47      2005-06 to   Appellate
                penalty,as                2010-11      Authority
                applicable                             - up to
                                                       Commissioner''s
                                                       level
 
 Income         Income        729.96      1983-84 to   Income Tax
 Tax            Tax                       1987-88,     Appellate
 Act, 1961      including                 1990-91,     Tribunal
                interest                  1992-93,
                and                       1994-95,
                penalty, as               1996-97,
                applicable                1999-00,
                                          2001-02 to
                                          2005-06 and
                                          2007-08
 
                              112.21      1995-96,     Appellate
                                          1998-99 to   Authority
                                          2003-04,     - up to
                                          2005-06      Commissioner''s
                                                       level
 
 x.  The Company has no accumulated losses as at the end of the
 financial year and it has not incurred any cash losses in the financial
 year ended on that date or in the immediately preceding financial year.
 
 xi.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 xii.  The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities. Therefore, the provisions of Clause 4(xii) of the Order are
 not applicable to the Company.
 
 xiii. As the provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable
 to the Company, 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.  In our opinion, and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 Accordingly, the provisions of Clause 4(xv) of the Order are not
 applicable to the Company.
 
 xvi. The Company has not raised any term loans. Accordingly, the
 provisions of Clause 4(xvi) of the Order are not applicable to the
 Company.
 
 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 the 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 and companies covered in the register maintained under Section
 301 of the Act during the year. Accordingly, the provisions of Clause
 4(xviii) of the Order are not applicable to the Company.
 
 xix.  The Company has not issued any debentures during the year and
 does not have any debentures outstanding as at the beginning of the
 year and at the year end. Accordingly, the provisions of Clause 4(xix)
 of the Order are not applicable to the Company
 
 xx.  The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of Clause 4(xx) of the Order are not
 applicable to the Company.
 
 xxi.  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
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of any such case by the Management.
 
                         For Price Waterhouse Chartered Accountants LLP
                             Firm Registration Number: 012754N/ N500016
          (Formerly Price Waterhouse, Firm Registration Number: 012754N)
 
 
                                                          Pradip Kanakia
                                                                 Partner
 Mumbai, February 12, 2015                      Membership Number: 39985
 
Source : Dion Global Solutions Limited
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