We have audited the accompanying financial statements of Fraser and
Company Limited which comprise the Balance Sheet as at 31st March 2015,
Statement of Profit and Loss and Cash Flow Statement for the year ended
and a summary of significant accounting policies and other explanatory
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (the Act) with respect
to the preparation and presentation of these standalone 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 principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities ; selection and application of appropriate accounting
policies; making judgments and estimates that are responsible and
prudent; and design , implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financials
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 standalone
financial statements based on our audit. We conducted our audit in
accordance with provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act.
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 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 involves evaluating
the appropriateness of accounting policies used and the reasonableness
of the accounting estimate 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 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 , 2015;
b) In the case of the Profit & Loss Account, of the profit for the year
ended on that date;
c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Reports on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditor''s Report) Order , 2015 ( the
order) issued by the Central Government of India in terms of sub
section (11) of section 143 of the Act, we give in the annexure a
statement on the matters specified in paragraphs 3 and 4 of the order.
2. As required by section 143(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 those
books [and proper returns adequate for the purpose s of our audit have
been received from branches not visited by us ];
c) The Balance Sheet and Statement of Profit & Loss dealt with by this
report are in agreement with the books of account [and with the returns
received from branches not visited by us];
d) In our opinion , the aforesaid standalone financial statements
comply with the Accounting Standards referred to in section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e) On the basis of written representation received from the directors
as on March 31st, 2015, and taken on record by the Board of Directors,
none of the director is disqualified as on March 31, 2015, from being
appointed as a director in terms of section 164(2) of the Act ; and
f) With respect to the other matters to be included in the Auditors
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014 , in our opinion and to the best of our information and
according to the explanations given to us.
1. In respect of its Fixed Assets :
a. The company has 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, the fixed assets have been physically verified
by the management during the year 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 physical verification.
c. In our opinion, the company has not disposed of substantial part of
fixed assets during the year and the going concern status of the
company is not affected.
2. In respect of its inventories :
a. As explained to us, inventories have been physically verified by
the management at regular intervals during the year.
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. In our opinion and according to the information and explanations
given to us, and on the basis of our examination of records of
inventory, the company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3. 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 the nature of its
business for the purchase of fixed assets and also for providing
services relating to its activities. During the course of our audit, we
have not observed any continuing failure to correct major weaknesses in
internal control system.
4. The company has not accepted any deposits from the public.
5. In our opinion, the internal audit system of the company is
commensurate with its size and nature of its business.
6. The Central Government has not prescribed maintenance of cost
records under Section 148 (1) of the Companies Act'' 2013 for any of the
products of the company for any of the products of the company.
7. In respect of statutory dues :
a. According to the records of the company and information and
explanations given to us, undisputed statutory dues including P.F. &
E.S.I., Income Tax, VAT, Service Tax, Wealth Tax, Customs Duty, Excise
Duty, Cess and other statutory dues have been generally deposited with
the appropriate authorities.
b. According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st March'' 2015 for a period of more than six months
from the date of becoming payable.
8. The Company has neither accumulated losses as at the year end nor
has incurred any cash losses during the financial year covered by our
audit and immediately preceding financial year.
9. Based on the audit procedures and according to the information and
explanation given to us, we are of the opinion that the company has not
defaulted in repayment of dues to financial institutions or banks.
10. In our opinion and according to the information and explanation
given to us, no loans and advances have been granted by the company on
the basis of security by way of pledge of shares, debenture and other
11. In our opinion, the company is not a chit fund or a nidhi/ mutual
benefit fund/society. Therefore, clauses 4(xiii) of the companies
(Auditor''s Report) order 2003 is not applicable to the company.
12. In our opinion according to the information & explanation given to
us the company has not given any guarantee for loans taken by others
from banks or financial institutions.
13. To the best of our knowledge and belief and according to the
information and explanations given to us, the company has not availed
any term loan during the year.
14. During the year, the company has not made any preferential
allotment of shares to parties and companies covered in the Register
maintained under section 189 of the Companies Act'' 2013.
15. According to the information & explanation given to us and records
examined by us, during the year the company has not issued any
debentures hence question of creating security over the same does not
16. The Company has not raised any money by way of public issue during
17. In our opinion and according to the information and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year that causes the financial statements to be materially
AMIT M. SHAH
Dated: 29th May, 2015 Sd/-
(Amit M. Shah)
Mem No: 101844