1. We have audited the attached Balance Sheet of Haldyn Glass Limited
[Formerly known as Haldyn Glass Gujarat Limited] as at 31st March, 2012
and the annexed Statement of Profit and Loss and Cash Flow Statement
for the year ended on that date. These financial statements are the
responsibility of the Company''s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
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
3. 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. We give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the order.
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 purpose 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 such
[c] The Balance Sheet and Statement of Profit & Loss and the Cash flow
Statement dealt with by this report is in agreement with the books of
[d] In our opinion, the Balance Sheet, Statement of Profit & Loss 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.
[e] On the basis of the written representations received from the
directors as on 31st March, 2012 and taken on record by the Board of
Directors, we report that none of the directors are disqualified as on
31st March, 2012 from being appointed as a director in terms of clause
[g] of sub section  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 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 Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012.
b. In the case of Statement of Profit and Loss, of the Profit for the
year ended on that date.
c. In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS'' REPORT
[Referred to in paragraph 3 of our report of even date]
I. In respect of its fixed assets :
[a] The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
[b] The Company has physically verified certain assets during the year
in accordance with a program of verification, which in our opinion
provides for physical verification of the fixed assets at reasonable
intervals. According to the information and explanations given to us,
no material discrepancies were noticed on such verification.
[c] In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
II. In respect of Inventories :
[a] As explained to us, the inventories have been physically verified
by the management at periodic intervals. In our opinion, the frequency
of verification is reasonable.
[b] In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
size of the Company and the nature of its business.
[c] In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventory.
The discrepancies noticed on verification between the physical stocks
and the book records were not material having regard to the size of the
operations of the Company and have been properly dealt with in the
books of account.
III. In respect of loans, secured or unsecured granted or taken by the
Company to/from the Companies, firms or other parties covered in the
register maintained u/s. 301 of the Companies Act, 1956 :
[a] The Company has not granted any loans secured or unsecured to any
such party accordingly clause iii [b] [c] and [d] of the Order is not
[b] The Company has taken loans from one such party during the year in
respect of which maximum balance outstanding during the year is Rs. 700
Lakhs and year end balance is Rs. 400 Lakhs.
[c] In our opinion and according to the information and explanation
given to us, the terms and conditions are not prima facie prejudicial
to the interest of the Company.
[d] As per the information and explanation given to us, the above loans
were repayable after two years and there is no defined repayment
IV. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and nature of its business
for the purchase of fixed assets and for rendering of service. However,
considering the misappropriation of Company''s funds by few employees
during the year, the management is in process to further strengthening
the internal control system.
V. In respect of transactions entered in the Register maintained in
pursuance of section 301 of the Companies Act, 1956 :
[a] To the best of our knowledge and belief and according to the
information and explanations given to us, transactions that needed to
be entered into the register have been so entered.
[b] In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under Section 301 of
the Companies Act, 1956 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 prevailing market prices at that time.
VI. In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits from the public.
Therefore, the provisions of section 58A and 58AA of the Companies Act,
1956, and Rules framed there under and the directives issued by the
Reserve Bank of India are not applicable.
VII. In our opinion, the Company has an adequate internal audit system
commensurate with the size and nature of its business.
VIII. We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies [Cost Accounting Records] Rules, 2011
prescribed by the Central Government under Section 209[d] of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
IX. According to the information and explanations given to us in
respect of statutory and other dues :
[a] The Company is generally regular in depositing undisputed statutory
dues including Provident Fund, Income tax, Sales tax, Service tax, Cess
and other material statutory dues as applicable, during the year with
the appropriate authorities.
[b] There were no Rules relating to the Amount of Cess payable by the
company under section 441A of the Act have been notified by the Central
Government. Hence, we are unable to comment on this particular issue.
[c] According to information and explanations given to us, there are no
undisputed amounts payable in respect of income tax, service tax,
custom duty and excise duty at the year end for the period of more than
six month from the date they become payable.
[d] Disputed dues in respect of Sales Tax – aggregating to Rs. 437.95
Lakhs - pending before Sales Tax Authorities [including appeal to be
filed] have not been deposited since the matters are pending before
relevant Appellate Authorities, as listed below:
Authority where the
dispute is pending Assessment Year Amount
DCST Appeal – 2, Vadodara 1995-1996 to 2003-2004 739.55
Less : Liability recognized 301.60
Commissioner of Income
Tax [A] 2008-2009 186.06
X. The Company does not have accumulated losses as at 31st March 2012
and has not incurred cash losses during the year covered by our audit
and in the immediately preceding financial year.
XI. Based on our audit procedures and as per the information and
explanation given to us by the management, we are of the opinion that
the Company has not defaulted in the repayment of dues of financial
XII. In our opinion and according to the information and explanations
given to us, the Company has not given any loans and advances on the
basis of security by way of pledge of shares, debentures and other
XIII. The provisions of any special statute as specified under Clause
4[xiii] of the Order are not applicable to the Company.
XIV. In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investment. The company has maintained
proper records of transactions and contracts in respect of investment
in shares and timely entries have been made therein. The Company has
held all the investments in its own name.
XV. According to the information and explanation given to us, the
Company has not given any guarantee for loans taken by others from
banks and financial institutions.
XVI. In our opinion and according to the information and explanation
given to us and on overall basis, the Term loans have been applied for
the purpose for which they have been obtained.
XVII. Based on the information and explanations given to us and on an
overall examination of the balance sheet of the Company in our opinion,
there are no funds raised on a short term basis which have been used
for long term investment.
XVIII. The Company has not made any preferential allotment during the
XIX. As the Company has not issued any debentures during the year
accordingly, clause 4[xix] of the Order is not applicable to the
XX. The Company has not raised any money by public issue during the
year hence clause 4[xx] of the order is not applicable to the Company.
XXI. Instances of misappropriation of the Company''s funds by some
senior employees were noticed during the year. The Company has lodged a
police complaint and initiated appropriate legal action. Investigations
are in progress. The amount involved is not presently quantifiable.
FOR CHATURVEDI SOHAN & CO.
Firm registration No: 118424W
Place : mumbai Partner
Dated : may 30, 2012 Membership No. 30760