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Sadhana Nitrochem Ltd.

BSE: 506642 | NSE: | Series: NA | ISIN: INE888C01040 | SECTOR: Dyes & Pigments

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Annual Report

For Year :
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Auditor's Report

1. We have audited the attached Balance Sheet of SADHANA NITRO CHEM LIMITED as at 31st March, 2008 and also the annexed Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on the date annexed thereto. 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 the 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 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, 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. 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 audit. 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 such books. c. The Balance Sheet, Profit & Loss Account referred to in this report are in agreement with the Books of Account. d. In our opinion Balance Sheet and Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to sub-sections 3(C) of Section 211 of the Companies Act, 1956. e. Based on the representations made by the Directors and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March, 2008, prima-facie disqualified from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. f. Without qualifying attention is invited to note B(1) of Schedule (I) regarding diminution in value of investment in one of its subsidiaries. g. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read along with notes on Accounts and the Accounting Policies give the information required by the Companies Act, 1956, in the manner so required and read in conjunction with all other notes thereon give a true and fair view. i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008 ii) in the case of the Profit & Loss Account, of the Loss for the year ended on that date. and iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. ANNEXURE TO THE AUDITORS REPORT Referred to in Paragraph 3 of our report of even date. 1. In respect of its fixed assets: a. The company has maintained records showing 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 explanation 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 were no material discrepancies noticed on physical verification of inventory as compared to the book records. 3. In respect of 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, we report that :- a. The Company has given unsecured loan to one subsidiary. In respect of the said loan, the maximum amount outstanding at any time during the year and the year end balance is Rs. 5,18,65,072/-. , b. In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company. c. The said loan given to the subsidiary is repayable on demand and there is no amount overdue. d. The company has taken loan from one company having an outstanding year end balance of Rs. 3,71,18,232/-. e. In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions on which the loans are given are not prima-facie prejudicial to the interest of the company. f. The company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest. 4. 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 inventory, fixed assets and for the sale of goods & services. During the course of our audit, we have not observed any major weaknesses in internal controls. 5. In respect of transactions covered under section 301 of the Company 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 needed to be entered into 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 made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. 6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58A and 58AA of the Companies Act, and the rules framed thereunder, and also the directives of Reserve Bank of India with regard to acceptance of deposits from the public. Since the company has not defaulted in repayments of deposits, compliance of section 58AA or obtaining any order from the national company law tribunal does not arise. 7. On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the internal audit functions carried out by a firm of chartered accountants appointed by the management is commensurate with the size of the company and the nature of its business. 8. The Central Government has prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of one of the products, manufactured by the company. We have broadly reviewed the accounts and records of the company 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 same. 9. In respect of statutory, dues: a. According to the records of the company, undisputed statutory dues including provident fund, Investor Education and Protection fund, employees state insurance income-tax, Sales Tax, Wealth tax, Customs duty, Excise duty, cess, Service tax and other statutory dues have generally been regularly deposited with the appropriate authorities. There are no other undisputed amounts payable in respect of the aforesaid dues as at 31st March, 2008 for a period of more than six months from the date of becoming payable. b. The disputed statutory dues aggregating to Rs.3,32,72,490 that have not been deposited on account of matters pending adjudication before appropriate autnorities are as under: Sr. Name of Statute Nature of Amount (Rs.) No. Dues 1. Income tax Apt, 1961 Income Tax 1,43,56,968 2. Income tax Act, 1961 Income Tax 1,27,03,216 3. Income tax Act, 1961 Income Tax 62,12,306 Total 3,32,72,490 Period to Forum where which amount relates dispute is pending. 1998-1999 Hble Bombay High Court 1999-2000 Hble Bombay High Court 2001-2002 Commissioner of Income Tax (A), Mumbai 10. The company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceeding financial year. 11. Based on our 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 and banks. 12. 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, debentures and other securities. 13. In our opinion, the company is not a chit fund or nidhi/mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the company. 14. The company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name. 15. The company has given corporate guarantee against borrowings of one of its subsidiaries. According to information explanations given to us, and the representations made by the management, the terms and conditions of guarantee are not prima facie prejudicial to the interest of the company. 16. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised. 17. Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company as on March 31, 2008, in our opinion, there are no funds raised on a short term basis which have been used for long term investment. 18. During the year, 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. In our opinion and according to the information and explanation given to us, the company has not issued any secured debentures during the period covered by our report. 20. The company has not raised any money by way of public issue during the year. 21. In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit. For V. Sankar Aiyar & Co. Chartered Accountants Arvind Mohan Place : Mumbai Partner Dated : 30th July, 2008 Membership No. 124082