We have audited the accompanying financial statements of VENTURA
TEXTILES LIMITED (the Company), which comprise the Balance Sheet as
at March 31, 2015, 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
The Company''s Board of Directors is responsible for the matters 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 the maintenance of
adequate accounting records in accordance with the provision of the Act
for safeguarding of the assets of the Company and for preventing and
detecting the 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 internal financial control, 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.
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 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 true and fair view in order to design
audit procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by
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 audit
opinion on the financial statements.
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 March 31, 2015;
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.
Emphasis of Matters
We draw attention to the following matters in the Notes to the
a) Note No. 17 to the financial statements which describes the
uncertainty related to loan which has been taken over by Asset
Restructuring Company (ARC) from the bank which was settled at Rs. 9.10
crores between the ARC and company which is subject to payment of the
same, however if company fails to make the payment to ARC then bank
liability will be increased by Rs. 52.25 crores.
b) Note 18 in the financial statement which indicates that the Company
has accumulated losses and its Net worth has been substantially eroded,
These conditions, along with other matters set forth in Note 18,
indicate the existence of a material uncertainty that cast significant
doubt about the Company''s ability to continue as a going concern.
However, the financial statements of the Company have been prepared on
a going concern basis for the reasons stated in the said
Note. Our opinion is not modified in respect of these matters.
Report on other Legal and Regulatory Requirements
As required by section 143(3) of the Act, we report that:
a) 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) 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
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
d) 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 written representations received from the directors
as on 31 March, 2015, taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March, 2015, from being
appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the other matters included in the Auditor''s Report
and to our best of our information and according to the explanations
given to us :
i. The Company did not have any pending litigations which would impact
its fianancial position.
ii. The Company did not have any long term contracts including
derivatives contracts for which there were any material foreseeable
iii. There were no amounts which required to be transferred to
Investor Education and Protection Fund by the Company.
Annexure to the Auditor''s Report
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The Company has physically verified certain assets during the year
in accordance with a programme of verification, which in our opinion
provides for physical verification of the fixed assets at reasonable
intervals. According to the information and explanations given to no
material discrepancies were noticed on such verification.
In our opinion fixed assets have been properly dealt with in the books
(ii) In respect of its Inventories:
(a) In our opinion, the management at reasonable intervals has
physically verified the inventories and the frequency of verification
(iii) 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 Companies Act 2013.
(iv) 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 and fixed assets and for the
sale of goods and services. Further, on the basis of our examination of
books and records of the company, carried out in accordance with the
auditing standards generally accepted in India and according to the
information and explanation given to us, we have neither come across
nor have we been informed of any continuing failure to correct major
weaknesses in the aforesaid internal control system.
(v) In our opinion and according to the information and explanation
given to us, the company has not accepted deposits from the public as
per section 73 to 76 or any other relevant provisions of the Companies
(vi) According to information and explanation given to us, the
maintenance of cost records has not been prescribed by the Central
Government sub section (1) of section 148 of the Companies Act 2013.
(vii) According to the information and explanations given to us in
respect of statutory and other dues:
(a) The Company has been regular in depositing undisputed statutory
dues, including Provident Fund, Employees'' State Insurance, Income-tax,
Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value
added Tax, cess and any other statutory dues with the appropriate
authorities during the year, except the dues detailed as under :
i. Profession Tax : Rs. 1,96,670/-
ii. Panchayat Tax : Rs. 7,32,773/-
(b) There are no disputed dues of Sales Tax, Income Tax, Customs Duty,
Wealth Tax, Service Tax, Excise Duty, Value Added Tax, Cess and any
other statutory dues with the appropriate authorities during the year.
(viii) The Company has accumulated losses at the end of financial year,
which is more than 50% of its net worth. Further the company did not
have cash losses in the current financial year however incurred cash
loss in the preceding financial year.
(ix) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in the repayment of dues to financial
institutions, banks and debenture holders.
(x) 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.
(xi) To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were, prima facie, applied by the Company during the year for
the purposes for which the loans were obtained, other than temporary
deployment pending application.
(xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
for S.M. Kapoor & Co.
Membership No. 15622
Firm Regn. No. 104809 W