We have audited the accompanying financial statements of Continental
Controls Limited (the Company), which comprise the Balance Sheet as
at 31st March, 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.
Management''s Responsibility for the Financial Statements
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 Accounting Standards
notified under the Companies Act, 1956 (the Act) read with the
General Circular 15/2013 dated 13th September 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.
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 misstatements.
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 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.
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 aforesaid 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 31st March, 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (the
Order) issued by the Central Government of India in terms of Section
227(4A) of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
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 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
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) in our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Companies Act, 1956 read with the General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in
respect of section 133 of the Companies Act, 2013;
(e) On the basis of the written representations received from the
directors as on 31st March, 2014, taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March,
2014, from being appointed as a director in terms of Section 274(1)(g)
of the Act.
Annexure to Auditors1 Report
(Referred to in Paragraph 1 under the heading of Report on Other Legal
and Regulatory Requirements of our report of even date)
1. In respect of its fixed assets:
a) The Company has not maintained proper records showing full
particulars including quantitative details and situation of fixed
assets on the basis of available information.
b) As explained to us, all the fixed assets have been physically
verified by the management in a phased periodical manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
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.
2. In respect of its inventories:
a) The inventories have been physically verified during the year by the
management. In our opinion, the frequency of verification is
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
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 has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventories as compared to the book records.
3. In respect of the loans, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
a) The Company has granted advances during the year to two parties. The
maximum amount outstanding during the year was Rs. 50,02,514 and at the
end of the year balance was Rs. Nil.
b) In our opinion, the terms and conditions on which such advances have
been given are not prima facie prejudicial to the interest of the
c) In respect of advance given by the Company, these are repayable on
demand and therefore the question of overdue amount doesn''t arise.
d) The Company has not taken advances during the year from two parties,
therefore clause (iii) (e)(f)(g) of paragraph 4 of the order are not
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchases of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in 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 in pursuance of contracts / arrangements
have been made at prices which appear reasonable as per information
available with the Company.
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 (vi) of paragraph 4 of the Order are not
applicable to the Company.
7. In our opinion, the Company does not have internal audit system
commensurate with the size and nature of its business.
8. To the best of our knowledge and belief, the Central Government has
not prescribed maintenance of cost records under clause (d) of
sub-section (1) of Section 209 of the Act, in respect of the services
rendered by the Company. Accordingly, the provisions of clause 4(viii)
of the Order are not applicable.
9. According to the information and explanations given to us in respect
of statutory dues:
a) Undisputed statutory dues in respect of custom duty, excise duty,
sales tax, service tax, withholding taxes, provident fund, and
employees'' state insurance, cess as applicable and any other statutory
dues have been regularly deposited with the appropriate authorities.
Since to the best of our knowledge, the Central Government has till
date not prescribed the amount of cess payable under section 441A of
the Act, no comments in this respect have been made.
b) There were no undisputed amounts payable in respect of Income-tax,
Wealth Tax, Custom Duty, Sales Tax, Excise Duty, Cess and other
material statutory dues in arrears as at 31st March 2014, for a period
of more than six months from the date they became payable.
c) Details of dues of Income Tax which have not been deposited as on
31st March 2014, on account of disputes are given below:
Statute Nature of Forum where Period to Amount
Dues Dispute is which the Involved
Income tax Income tax ITAT 2000-01 11,92,911
During the year the Company has paid Rs. 5,21,102 on the said demand.
10. The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and also in the immediately
preceding financial year.
11. Based on our audit procedures and as per the information and
explanations given by management, the Company has not taken any Loan
from Financial Institutions, Banks and Debenture holders, so default in
repayment of dues does not arise.
12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund / nidhi / mutual
benefit fund / society. Therefore, the provisions of clause (xiii) of
paragraph 4 of the Order are not applicable to the Company.
14. The Company is not in dealing or trading in shares, securities,
debentures and other investments, paragraph 4(xiv) is not applicable.
15. 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. Therefore, the provisions of paragraph
4 (xv) of the said Order are not applicable to the Company.
16. In our opinion and according to the information and explanations
given to us, the Company has not taken any Term loans.
17. According to the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that there are no funds raised on short-term basis that have
been used for long term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.
19. The Company has not issue any Debenture during the year.
20. The Company has not raised any monies by way of public issues
during the year.
21. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.
For D Kothary & Co.
(Firm Registration No. 105335W)
Vipul N. Chauhan
Membership No. 047846
Place : Mumbai
Date : 28th May, 2014