We have audited the attached Balance Sheet of PTL Enterprises Ltd., as
at 31st March 2010 along with the annexed Profit and Loss Account and
the annexed Cash flow statement of the Company for the year ended on
that date. These financial statements are the responsibility of the
management of the company. Our responsibility is to express an opinion
on these financial statements based on our audit.
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 presentation of the
financial statements. We believe that our audit provides a reasonable
basis for our opinion.
We report as follows:
I. As required by the Companies (Auditors Report) Order, 2003, issued
by the Department of Company Affairs, in terms of Section 227 (4A) of
the Indian Companys Act, 1956 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 during the
course of the audit, we give in the annexure a statement on the matters
specified in the paragraphs 4 and 5 of the said order.
II. Further to our comments in the annexure referred to in paragraph I
1. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
2. 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 the
3. The Balance Sheet, Profit and Loss Account and Cash flow statement
dealt with by this Report are in agreement with the books of account;
4. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
flow statement of the Company dealt with by this report, read with the
notes and significant Accounting Policies, comply with the Accounting
Standards referred to in Sub-Section (3C) of Section 211 of the
Companys Act, 1956;
5. On the basis of written representations received from the Directors
and taken on record by the Board of Directors we report that none of
the directors of the company is, prima facie, as at 31st March, 2010
disqualified from being appointed as directors of the Company under
clause (g) of sub- section (1) of Section 274 of the Companies Act,
6. In our opinion and to the best of our information and according to
the explanations given to us, the
accounts, read with the notes and significant accounting policies
thereon, give the information required by the Companies Act, 1956 in
the manner so required and give a true and fair view:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010
b) in the case of the Profit and Loss Account, 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.
Annexure referred to in paragraph-l of the Auditors Report to the
members of PTL Enterprises Ltd. on the accounts for the year ended
i) (a) The Company has maintained proper records showing full
particulars, including quantitative details
and situation of Fixed Assets.
(b) Verification of Fixed Assets is being conducted by the management,
which in our opinion is reasonable having regard to the size of the
Company and the nature of assets. As explained to us, no discrepancies
noticed on such verification.
(c) As the Company has disposed off an insignificant part of the fixed
assets during the year, paragraph 4 (i) (c) of the Companies (Auditors
Report) Order, 2003 (hereinafter referred to as the Order) is not
ii) (a) At the year end, as explained, the inventories have been
physically verified by the management.
In our opinion, the frequency of verification is reasonable.
(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) On the basis of our examination of the record of inventories, we
are of the opinion that, the Company is maintaining proper records of
inventories. As explained to us, no discrepancies noticed on physical
verification of inventories as compared to book records.
iii) (a) According to the information and explanations given to us, the
Company has taken unsecured
loans from a Company covered in the register maintained under Section
301 of the Companies Act, 1956 and maximum amount involved in the
transactions was to the tune of Rs. 558.88 lacs.
(b) The rate of interest and other terms and conditions on which loans
taken by the Company, as explained, are prima facie not prejudicial to
the interest of the Company.
(c) The payment of principal amount and interest, wherever applicable,
are also regular.
(d) There is no overdue amount of loans taken from Company listed in
the register maintained u/s 301 of the Companies Act, 1956.
iv) 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 with regard to purchases of fixed assets and with regard to
the sale of goods. During the course of our audit, no major weakness
has been noticed in the underlying internal controls.
v) (a) According to the information and explanations given to us, we
are of the opinion that the transactions
that need to be entered into the register maintained in pursuance of
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
made in pursuance of contracts or arrangements entered in the register
maintained u/s 301 of the Companies Act, 1956 and exceeding the value
of Rs.5 lacs in respect of any party during the year, as explained,
have been made at prices which are reasonable having regard to
prevailing market prices at the relevant time.
vi) The Company has not accepted any chargeable deposit from the public
during the year.
vii) In our opinion, the Company has an internal audit review system
commensurate with its size and nature of
viii) The Department of Company Affairs vide its File No. 52/366/CAB-89
Dated 2nd June 2009 had exempted PTL Enterprises Ltd. from the
requirement of Cost Audit for the year 2008-09 subject to the condition
that cost audit report of Apollo Tyres Ltd. for the financial year
2008-09 should also cover the reporting of this Companys unit and as
explained to us an application has to be made requesting for an
extension of exemption for the year 2009-10 in view of status quo of
lease of factory to Apollo Tyres Ltd.
ix) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including
provident fund, investors education protection fund, employees state
insurance, income tax , professional tax and other material statutory
dues applicable to it.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales
Tax and Cess were in arrears at the year end for a period of more than
six months from the date they became payable.
(c) According to the records of the Company and information and
explanations given to us, there are dues of Income tax and sales tax
aggregating to Rs. 391.73 Lacs, which have not been deposited on
account of various disputes in appeal, the details of which are as
under read with notes to accounts vide Note No. B.1 of schedule 10.
Name of the Nature of Amount (Lacs) Forum where Period to which
Statute Dues 2009-10 Dispute is current year amount
Sales Disputed 117.12 High Court 1987-88 to 1993-94
Tax Demands 19.31 Sales Tax 1995-96
1.13 Tribunal 1998-99
Income Disputed (11.58) High Court AY 2002-03
Tax Demands (0.43) -do- AY 2003-04
100.75 ITAT AY 2004-05
22.80 Comm. ofl.Tax AY 2005-06
30.19 -do- AY 2006-07
119.87 -do- AY 2007-08
(7.43) -do- AY 2008-09
x) The Company does not have accumulated losses at the end of the
financial year and has not incurred cash losses during the financial
years covered by our audit and immediately preceding financial year.
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 term loan dues to
banks as at the balance sheet date.
xii) As Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
paragraph 4 (xii) of the Order is not applicable.
xiii) As the Company is not a chit fund / nidhi/ mutual benefit funds /
society to which the provisions of special statute relating to chit
fund are applicable, paragraph 4 (xiii) of the Order is not applicable.
xiv) As the Company is not dealing or trading in shares, securities,
debentures and other investments, paragraph 4 (xiv) of the Order is not
xv) The Company is continuing its charge created on its assets for term
loan taken by its wholly owned sub-
subsidiary company Artemis Medicare Services Private Ltd. during the
year 2006-2007 and as explained, it is not prejudicial to the interest
of the Company.
xvi) To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company was applied for the purpose for which these loans were raised.
xvii) As the Company has, during the year, not raised any funds on
short term basis, paragraph 4 (xvii) of the Order is not applicable.
xviii) As the Company has not made preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Act, paragraph 4 (xviii) of the Order is not applicable.
xix) As the Company has not issued any debentures, paragraph 4 (xix) of
the Order is not applicable.
xx) During the year, since the Company has not raised money by way of
public issue, paragraph 4 (xx) of the Order is not applicable.
xxi) Based upon the audit procedures performed along with information
and explanations given by the management, we report that, no fraud on
or by the Company has been noticed during the course of our audit for
the year under report.
FOR AND ON BEHALF OF
Dated: 28th May, 2010 Partner
Place: Mumbai (Membership No. 33218)
(FirmRegn. No. 106219W)