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Unimers India Ltd.

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Feb 19, 15:40
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Unimers India is not traded on BSE in the last 30 days

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Unimers India is not listed on NSE

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2007

Auditor's Report

We have audited the accompanying financial statements of Unimers India Limited (the Company), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. 2. Management''s Responsibility for the 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 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 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 reasonable 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 3. Auditor''s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the 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 thereunder. 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 the 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, 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 qualified audit opinion on the financial statements. 4. Basis of Qualified Opinion (a) The accumulated losses of the Company as at the year end exceeds its entire net worth; however the Company has been advised that since certain conditions as per the Sick Industrial Companies (Special Provisions) Act, 1985 were not being met, it was not eligible to make a reference to BIFR. However, should the legal status as regards the validity of the closure of the plant change, appropriate steps will have to be taken by the Company in this regard. Moreover, the plant operations were suspended since October, 2007 and thereafter formally closed and workers retrenched effective from 26th June, 2008. These financial statements have, however, been prepared by the management on a going concern basis, considering the various revival/restructuring options being pursued by the management. This being a technical matter and in view of uncertainty, we are unable to express an opinion as to whether the Company can now operate as a going concern. However, as explained, should the Company be unable to continue as a going concern, there would be impact on the assets & liabilities of the Company. The extent of the effect of the resultant adjustments to the accumulated losses, assets and liabilities as at the year end is presently not ascertainable. (b) We are unable to express an opinion as to when and to what extent the carrying value of Building of Rs. 258.57 lacs would be realised (impairment loss) in view of the closure of all manufacturing activities since October, 2007 (subsequently formally closed and workers retrenched effective from 26th June, 2008), the impact whereof on the loss for the year, accumulated losses, assets and liabilities as at the year end is presently not ascertainable. (c) The accounts of certain lenders aggregating to Rs. 4,945.06 lacs (Previous year Rs.4,947.38 lacs), Securities application money due for refund of Rs. 75.21 lacs (Previous Year Rs. 75.21 lacs), Advances from customers of Rs. 374.34 lacs (Previous Year Rs.374.59 lacs), Trade Payables of Rs. 712.96 lacs (Previous Year Rs. 711.26 lacs), Bank balances (Dr.) of Rs. 0.27 lacs (Previous Year Rs.0.27 lacs), Loans & Advances recoverable of Rs. 119.65 lacs (Previous Year Rs. 120.08 lacs) being subject to confirmations / reconciliations and adjustments, if any, having consequential impact on the loss for the year, assets, liabilities and accumulated losses as at the close of the year, the amount of adjustment if any, are as explained by the management presently not ascertainable and therefore, not accounted for. (d) The Company has not yet deposited long outstanding amount of Rs.164.69 lacs (Previous year Rs. 164.69 lacs) to the Investor Education & Protection Fund (IEPF) and consequential unascertained liability of interest / other charges on the same (e) Other than stated in para f below, liability as may arise towards interest/compound interest/penalty on delayed/ non-payment to certain lenders / trade payables / statutory / workers dues has not been ascertained and not provided for. (f) The Company has not provided interest payable of Rs. 522.38 lacs (Previous Year Rs. 459.78 lacs) in respect of public debentures, Rs. 1500.86 lacs (Previous Year Rs. 1059.69 lacs) in respect of secured / unsecured loans and Rs.476.12 lacs (Previous Year Rs. 377.55 lacs) in respect of certain other liabilities. As explained, the management is in discussions with the parties concerned in respect of interest payable and is hopeful of its waiver. We further report that without considering the matter referred in para4(a) to 4(e) above, the effect of which could not be determined, had the observation made by us in para 4(f) above been considered, the loss before tax for the year would have been Rs. 2,636.57 lacs (as against reported loss of Rs. 137.21 lacs), accumulated losses would have been Rs. 11,982.13 lacs(as against reported figure of Rs.9,482.77 lacs), other current liabilities would have been Rs 8,382.55 lacs (as against reported figure of Rs 5,883.19 lacs);Previous Year loss for the year would have Rs. 2,127.03 lacs(as against reported loss of Rs. 230.01 lacs), accumulated losses would have been Rs. 11,096.75 lacs(as against reported figure of Rs.9,199.73 lacs), other current liabilities would have been Rs 7,713.42 lacs (as against reported figure of Rs 5,816.40 lacs). Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, 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, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements (i) As required by the Companies (Auditor''s Report) Order, 2015 issued by the Central Government of India in terms of Section 143 (11) of the Companies Act, 2013, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order. (ii) As required by Section 143 (3) of the Act, we further report that: (a) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph 4(c) above, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph 4(b),(d),(e) and (f) above, 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 those books. (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) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph 4(b) above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. (e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act. (f) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company. (g) With respect to the other matters to be included in the Auditor''s 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: (i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 17 (e) to the financial statements. (ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. (iii) There were no amounts which were required to be transferred to the investor Education and Protection Fund by the Company, except as disclosed in note 4(d) of basis of Qualified Opinion paragraph above. Annexure referred to in paragraph Report on Other Legal and Regulatory Requirements of our report of even date on the Financial Statements as at and for the year ended March 31, 2015 of Unimers India Limited: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) All the fixed assets have been physically verified by the management once during the year which is reasonable considering the size and nature of its business. No material discrepancies were noticed on such verification. (ii) (a) The inventory has been physically verified by the management at the year end which is considered reasonable having regard to the size of the Company and nature of its business. (b) The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business. (c) The Company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of inventories as compared to book records. (iii) During the year the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. (iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items of fixed assets are of special nature and suitable alternative source may not always exist for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas. (v) No deposits within the meaning of directives issued by the Reserve Bank of India and Sections 73 to 76 or any other provisions of the Companies Act, 2013 and rules framed thereunder have been accepted by the Company. (vi) Since plant operations have been discontinued from October 2007, no cost records and accounts as prescribed by the Central government under section 209 (1) (d) of the act have been maintained. (vii) (a) The Company is generally regular in depositing undisputed statutory dues, including Provident Fund, employee''s state insurance, income tax, wealth tax, sales tax, service tax, duty of customs, value added tax and other material statutory dues applicable to the Company with the appropriate authorities during the year. There were no undisputed amount payable on account of the above dues outstanding as on March 31, 2015 for a period of more than six months from the date they became payable except as mentioned below: Name of Statute Nature of Dues Amount (Rs. in Lacs) * The Companies Act Investor Education 164.69 & Protection Fund BPMC Act Property Tax 342.58 Name of Statute Period to which Due Date it relates The Companies Act 1991-2003 1998-2011 BPMC Act October 2006 From October to March 2015 2006 onwards * Excluded interest and other charges/penalties as may be leviable owing to delayed payment of the aforesaid amount. (b) According to information and explanation given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty and value added tax during the year which have not been deposited on account of any disputes except the following: Financial Year Nature of Dues Amount Forum where dispute (Rs. in Lacs) is pending 1999- 2000 Sales Tax 13.49 Deputy Commissioner 2000- 2001 Sales Tax 1.91 Appellate Tribunal 2006- 2007 Excise Duty 62.26 CESTAT 2007- 2008 Cess Liability 1.18 NMMC (c) The Company is required to transfer Rs. 164.69 lacs to the Investor Education and Protection Fund in accordance with the relevant provisions of the Act, and rules made thereunder. (viii) The accumulated losses of the Company at the end of the financial year exceed 50% of its net-worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year. (ix) According to the information and explanations given to us and considering that certain loans from financial institutions and Banks have already been assigned to bodies corporate, the Company has defaulted in repayment of dues of Rs. 1,478.73 lacs (last installment due since March 31, 2012) to debenture holders.[Also refer para 4(e) of the Basis of Qualified opinion paragraph in main report] (x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions. (xi) According to the information and explanations given to us, the Company has not raised any term loan during the year and in recent past. (xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing standards in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. For LODHA & COMPANY Chartered Accountants Firm Registration No. - 301051E R. P. BARADIYA Partner Membership No. 44101 Place : Mumbai Date : May 23, 2015