We have audited the accompanying financial statements of Apcotex
Industries Limited (the Company), which comprise the Balance
Sheet as at 31st March , 2013, the Statement of Profit and Loss and the
Cash Flow Statement for the year ended, and a summary of the
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The 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 referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (the Act). 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.
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 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.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's 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 auditor
considers the 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. An audit
also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by the
Management, as well as evaluating the overall presentation of the
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
In our opinion and to the best of our information and according to the
explanations given to us, the 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
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
(b) in the case of the Statement of Profit and Loss, of the
PROFIT of the Company 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2003(the
Order) as amended, issued by the Central Government of India in
terms of subsection (4A) of section 227 of the Act, we give in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
2. 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 purposes of our
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
(c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
referred to in sub-section (3C) of section 211 of the Act.
(e) On the basis of the written representations received from the
directors as on 31st March, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2013
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 1 UNDER THE HEADING OF REPORT ON THE OTHER LEGAL AND
REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE).
1) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of the Fixed
(b) There is a regular program of physical verification, which in our
opinion is reasonable, having regard to the size of the Company and the
nature of fixed assets. No material discrepancies were noticed by the
management on such physical verification.
(c) The Company has not disposed of substantial part of fixed assets
during the year.
2) (a) Inventories have been physically verified by the management
during the year. In our opinion, the frequency of verification is
(b) The procedures of physical verification of stocks followed by the
management are reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
book records were not material and have been properly dealt with in the
books of account.
3) (a) The Company has not granted any loans during the year to any
parties covered in the register maintained under section 301 of the
Companies Act, 1956. In view of clause 4(iii)(a) of the Companies
(Auditors' Report) Order, 2003, Clause 4(iii)(b, c and d) are not
applicable to the Company.
(b) The Company has not accepted any loans during the year from the
parties covered in the register maintained under section 301 of the
Companies Act, 1956.
In view of clause 4 (iii) (e) of the Companies (Auditor's Report)
Order, 2003, clauses 4 (iii) (f & g) are not applicable to the Company.
4) In our opinion, and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business with regard
to the purchase of inventory and fixed assets and with regard to sale
of goods and services. We have not observed any major weakness in the
internal control system during the course of our audit.
5) (a) According to the information and explanations given to us, the
transactions made in pursuance of 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 of purchase of goods, materials or
services and sale of goods, materials or services, made in pursuance of
contracts or arrangements referred to in (a) above and exceeding the
value of Rs. 5 lakhs with any party during the year have been made at
prices which are reasonable having regard to the prevailing market
price at the relevant time.
6) According to the information and explanations given to us, the
Company has not accepted any deposit from the Public, therefore the
provisions of clause 4(vi) of the Companies (Auditors' report) Order,
2003 are not applicable to the Company.
7) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8) As informed to us the Company maintains the cost records pursuant to
the Companies (Cost Accounting Records) Rules, 2011 prescribed by the
Central Government under Sec. 209(1 )(d) of the Companies Act, 1956. We
have, however, not checked those records or the statements prepared as
9) (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 generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection fund,
employees' state insurance, income tax, sales tax, wealth tax, customs
duty, cess and other material statutory dues as applicable with
(b) According to the information and explanations given to us, there
are no undisputed dues payable in respect of Income tax, Wealth tax,
Sales Tax, VAT, Service Tax, customs Duty, Excise Duty and cess were
outstanding as at 31st March, 2013 for a period of more than six months
from the date they became payable.
(c) Following disputed demands aggregating to Rs. 428.62 lacs have not
been deposited since the matter is pending with the relevant concerned
Name of the Nature of Amount Period to Forum where
Statute Dues (Rs. In which the dispute is
Income Tax Act Income Tax 3.75 2002-03 CIT(A)
Income Tax Act Tax, Interest 36.53 2005-06 ITAT
Income Tax Act Tax, Interest 3.77 2006-07 ITAT
Income Tax Act Tax, Interest 208.33 2007-08 CIT(A)
Customs Act Custom Duty 140.98 August SUPREME COURT
& Penalty 2000 to
Excise Act Excise Duty 35.26 2002-03 JOINT
& Penalty COMMISSIONER
10) The Company has no accumulated losses as at 31st March 2013 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
11) The Company has not defaulted during the year in repayment of dues
to any financial institutions, banks or 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) As the Company is not a chit fund, nidhi, mutual benefit fund or
society, the provisions of clause 4(xiii) of the Companies (Auditor's
Report) Order, 2003 is 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 and
other investments and timely entries have been made therein. All the
shares, securities and other investments have been held by the Company
in its own name.
15) The Company has not given any guarantees for loans taken by others
from Banks or Financial institutions during the year.
16) The term loan has been applied for the purpose for which it was
17) According to the information and explanations given to us, the
Company has not applied short-term borrowings for long-term investment.
18) The Company has not made any preferential allotment of shares
during the year.
19) The Company has not issued any debentures during the year.
20) The Company has not raised any money by way of public issue during
21) As per the information and explanation given to us, no fraud on or
by the Company has been noticed or reported during the course of our
For Shah & Co.
Mumbai: April 25, 2013 M. No. 001738