1. We have audited the attached Balance Sheet of Marico Limited (the
Company) as at March 31,2009 and the related Profit and Loss Account
and Cash Flow Statement for the year ended on that date (all together
referred to as financial statements) annexed thereto, which we have
signed under reference to this report. 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 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 by the Companies (Auditors Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of The Companies Act, 1956 of India (the Act) 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 said 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 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
those books;
c. The Balance Sheet, Profit and 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 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 Act;
e. On the basis of written representations received from the directors
and taken on record by the Board of Directors, none of the directors is
disqualified as at March 31, 2009 from being appointed as a director
under clause (g) of sub- section (1) of Section 274 of the Act;
f. In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give in the prescribed
manner the information required by the Act and give a true and fair
view in conformity with the accounting principles generally accepted in
India;
i. in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2009;
ii. in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO AUDITORS REPORT
Referred to in Paragraph 3 of the Auditors Report of even date to the
members of Marico Limited on the financial statements for the year
ended March 31, 2009.
(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 two 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 between the book records and the physical inventory have
been noticed
(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 has been physically verified by the management
during the year. 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 its inventory.
The discrepancies noticed on physical verification of inventory as
compared to the book records were not material.
According to information and explanations given to us, 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. Accordingly, paragraph 4(iii) (b),
4(iii) (c), 4(iii) (d), 4(iii) (f) and 4(iii) (g) of the Order are not
applicable.
(iv) In our opinion and according to the information and explanations
given to us, having regard to the explanation that certain items
purchased are of special nature for which suitable alternative sources
do not exist for obtaining comparative quotations, there is an adequate
internal control system commensurate with the size of the Company and
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- weakness in the aforesaid internal control system.
(v) (a) In our opinion and according to the information and
explanations given to us and based on the disclosure of interest made
by the directors of the Company, 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.
(b) In our opinion and according to the information and explanations
given to us, there are no transactions made in pursuance of such
contracts or arrangements and exceeding the value of Rs. five lakhs in
respect of any party during the year. Accordingly, paragraph 4 (v) (b)
of the Order is not applicable.
(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. Accordingly, paragraph 4 (vi) of the Order is not
applicable. (vii) In our opinion, the Company has an internal audit
system commensurate with the size and the nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company in respect to products where, pursuant to Rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under section 209(1) (d) 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 determining whether they are accurate or
complete.
(ix) (a) According to the information and explanations given to us and
records of the Company examined by us, the Company is regular in
depositing undisputed statutory dues including provident fund,
investors education and protection fund, employees state insurance,
income tax, sales tax, service tax, wealth tax, customs duty, excise
duty, cess and other material statutory dues as applicable with the
appropriate authorities during the year, and there were no such
outstanding dues as at March 31, 2009 for a period exceeding six months
from the date they became payable. (b) According to the information
and explanations given to us and the records of the Company examined by
us, the particulars of sales tax, customs duty , agricultural produce
and marketing cess and employee state insurance corporation dues are as
at March 31, 2009 which have not been deposited on account of dispute
are as follows:
Nature of dues Amount Forum where dispute is pending
(Rs. Crores)
Sales tax 3.28 Appellate Authority- upto Commissioners Level
0.14 Appellate Authority-Tribunal
Customs duty 2.86 Commissioner of Customs and Central Excise &
Service tax Appellate Tribunal
Agricultural Produce
Marketing 7.81 High Court -Mumbai (Goa bench)
Committee cess
Goa
Agricultural
Produce Marketing 1.04 Agricultural Produce Marketing Committee
Committee cess - Mumbai
Mumbai
Employees State
Insurance 0.18 Department of Employees State
Corporation dues Insurance corporation
(x) The Company has no accumulated losses as at the year end and has
not incurred any cash losses during the financial year ended on that
date and the immediately preceding financial year. Accordingly,
paragraph 4
(x) of the Order is not applicable.
(xi) According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any bank or financial institution. The Company
has not obtained any borrowings by way of debentures.
(xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly, paragraph 4 (xii) of the Order is not applicable.
(xiii) The provisions of any special statute applicable to chit
fund/nidhi/mutual benefit fund/society are not applicable to the
Company. Accordingly, paragraph 4
(xiii) of the Order is not applicable. (xiv) In our opinion and
according to the information and explanations given to us, the Company
is not a dealer or trader in shares, securities, debentures and other
investments.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by subsidiary from banks during the year are
not prejudicial to the interest of the Company.
(xvi) In our opinion and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
(xvii) On the basis of on an overall examination of the balance sheet
of the Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short term
basis which have been used for long term investments.
(xviii)The Company has not made any preferential allotment of shares to
the parties and companies covered in the register maintained under
Section 301 of the Act. Accordingly, paragraph 4
(xviii) of the Order is not applicable.
(xix) The Company did not have any outstanding debentures during the
year. Accordingly, paragraph 4 (xix) of the Order is not applicable.
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