AUDITORS
.
To the members of BOC India Limited
We have audited the attached Balance Sheet of BOC India Limited (’the
Company‘) as at 31 December 2012 and also the related Statement of Profit and Loss
and the Cash Flow Statement of the Company for the year ended on that date annexed
thereto. These financial statements are the responsibility of the Company’s
management. 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 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.
As required by the Companies (Auditor’s Report) Order, 2003, as amended
(’Order‘), issued by the Central Government of India in terms of sub- Section
(4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on
the matters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, 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 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 books;
c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with
by this report are in agreement with the books of account;
d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report comply with the accounting standards referred to in
sub-section (3C) of Section 211of the Companies Act, 1956;
e) on the basis of written representations received from directors as on 31 December
2012 and taken on record by the Board of Directors, we report that none of the directors
is disqualified as on 31 December 2012 from being appointed as a Director in terms of
Section 274 (1) (g) of the Companies Act, 1956;
f) in our opinion and to the best of our information and according to the explanations
given to us, the said accounts give the information required by the Companies Act, 1956,
in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India:
• in the case of the Balance Sheet, of the state of the affairs of the Company as
at 31 December 2012;
• in the case of the Statement of Profit and Loss, of the profit for the year
ended on that date; and
• in the case of the Cash Flow Statement, of the cash flows for the year ended on
that date.
| For BSR& Co. |
Kolkata |
| Chartered Accountants |
4 February 2013 |
| Firm Registration No.: 101248W |
|
| Vikram Advani, Partner |
|
| Membership No.: 091765 |
|
Annexure to the auditors’ report.*
I. a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
b) The Company has a regular programme of physical verification of its fixed assets by
which all fixed assets are verified in a phased manner over a period of three years. In
our opinion, this periodicity of physical verification is reasonable having regard to the
size of the Company and the nature of its assets. No material discrepancies were noticed
on such verification.
c) Fixed assets disposed off during the year were not substantial, and therefore, do
not affect the going concern assumption.
II. a) The inventory, except goods-in-transit has been physically verified by the
management during the year. In our opinion, the frequency of such verification is
reasonable.
b) The procedures for the 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 is maintaining proper records of inventory. The discrepancies noticed on
verification between the physical stocks and the book records were not material.
III. The Company has neither granted nor taken any loans, secured or unsecured, to or
from companies, firms or other parties covered in the register maintained under Section
301 of the Companies Act, 1956.
IV. In our opinion and according to the information and explanations given to us, and
having regard to the explanation that purchases of certain items of inventories and fixed
assets are for the Company’s specialised requirements and suitable alternative
sources are not available to obtain 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 purchase of inventories and fixed assets and with regard to the sale of
goods and services. We have not observed any major weakness in the internal control system
during the course of the audit.
V. a) In our opinion and according to the information and explanations given to us, the
particulars of the contract or arrangement referred to in Section 301 of the Companies
Act, 1956 have been entered in the register required to be maintained under that Section.
b) Under the aforesaid contract or arrangement, certain services that are rendered by
the Company as per the specialised requirements of a buyer and the value of such services
exceeds Rs. 0.50 million during the year, suitable alternative sources are not available
to obtain comparable quotations. However, on the basis of information and explanations
provided, the same appear reasonable.
VI. The Company has not accepted any deposits from the public during the year.
VII. In our opinion, the Company has an internal audit system commensurate with the
size and nature of its business.
VIII. We have broadly reviewed the books of account maintained by the Company pursuant
to the rules prescribed by the Central Government for maintenance of cost records under
Section 209 (1) (d) of the Companies Act, 1956 in respect of the products and are of the
opinion that prima facie, the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of the records.
IX. a) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, amounts deducted / accrued in the books of
account in respect of undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees’ State Insurance, Income tax, Sales tax,
Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues
have generally been regularly deposited during the year by the Company with appropriate
authorities.
According to the information and explanations given to us, no undisputed amounts
payable in respect of Provident Fund, Investor Education and Protection Fund,
Employees’ State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs
duty, Excise duty, Cess and other material statutory dues were in arrears as at 31
December 2012 for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us, there are no dues of
Income tax, Customs duty, Wealth tax and Cess which have not been deposited with the
appropriate authorities on account of any dispute.
According to the information and explanations given to us, dues of Sales tax, Service
tax and Excise duty which have not been deposited by the Company on account of any dispute
are listed below:
| Name of the Statute |
Nature of dues |
Amount in (Rs. million)* |
Period to which amount relates |
Forum where the dispute is pending |
| Central State Sales Tax Act and VAT Acts |
Sales tax/VAT |
2.53 |
1982– 1992 |
High Court |
|
|
|
1981– 1982 |
|
|
|
|
1983– 1984 |
|
|
|
|
1986– 1987 |
|
|
|
180.99 |
1992– 2009 |
Revisional Board |
|
|
|
1993– 1994 |
|
|
|
|
1995– 1997 |
|
|
|
|
2003– 2006 |
|
|
|
31.12** |
2008– 2010 |
Tribunal |
|
|
|
1997– 1998 |
|
|
|
|
2003– 2006 |
|
|
|
46.12 |
2006– 2011 |
Joint Commissioner (Appeals) of Commercial Taxes |
|
|
|
1990– 1991 |
|
|
|
|
2004– 2006 |
|
|
|
64.80 |
2009– 2011 |
Deputy Commissioner (Appeals) of Commercial Taxes |
|
|
7.87 |
2002– 2003 |
Additional Commissioner of Commercial Taxes |
|
|
2.05 |
2007– 2008 |
Assistant Commissioner of Commercial Taxes |
|
|
|
1998– 1999 |
|
|
|
|
2001– 2003 |
|
|
|
5.03 |
2005– 2007 |
Commissioner of Commercial Taxes |
| Central Excise Act, 1994 |
Excise duty |
21.72 |
1999– 2009 |
Supreme Court |
|
|
|
1998– 2001 |
|
|
|
10.49 |
2008– 2009 |
High Court |
|
|
118.70*** |
1991– 2011 |
Customs, Excise and Service Tax Appellate Tribunal |
|
|
7.89 |
1991– 2010 |
Commissioner (Appeals) |
|
|
24.69 |
2007– 2010 |
Commissioner of Central Excise |
|
|
|
1996– 2000 |
|
|
|
15.24 |
2007– 2012 |
Additional Commissioner |
|
|
2.89 |
2006– 2010 |
Deputy Commissioner |
|
|
5.07 |
2005– 2012 |
Assistant Commissioner |
| Finance Act, 1994 |
Service tax |
32.40 |
2005– 2008 |
Customs, Excise and Service Tax Appellate Tribunal |
|
|
5.94 |
2005– 2010 |
Commissioner (Appeals) |
|
|
121.48 |
2004– 2010 |
Commissioner of Service Tax |
|
|
|
2004– 2007 |
|
|
|
4.35 |
2009– 2010 |
Additional Commissioner |
|
|
0.13 |
2009– 2011 |
Deputy Commissioner |
|
|
6.49 |
2007– 2011 |
Assistant Commissioner |
* Excluding the demands the proceedings of which have been set aside or remanded for
reassessment by the appropriate authorities.
** Including disputed dues aggregating to Rs. 25.64 million in respect of sales tax
dispute, which have been stayed by respective authorities.
*** Including disputed dues aggregating to Rs. 81.76 million in respect of Excise
dispute, which have been stayed by respective authorities.
X. The Company does not have any accumulated losses at the end of the financial year
and has not incurred cash losses in the financial year and in the immediately preceding
financial year.
XI. In our opinion and according to the information and explanations given to us, the
Company has not defaulted in repayment of dues to its bankers. The Company did not have
any outstanding debentures during the year.
XII. The Company has not granted any loans and advances on the basis of security by way
of pledge of shares, debentures and other securities.
XIII. In our opinion and according to the information and explanations given to us, the
Company is not a chit fund or a nidhi / mutual benefit fund / society.
XIV. According to the information and explanations given to us, the Company is not
dealing or trading in shares, securities, debentures and other investments.
XV. In our opinion and according to the information and explanations given to us, the
terms and conditions on which the Company has given guarantees for loans taken by others
from banks or financial institutions are not prejudicial to the interest of the Company.
XVI. Based on the information and explanations given to us by the management, term
loans were applied for the purpose for which the loans were obtained.
XVII. According to the information and explanations given to us and on an overall
examination of the Balance Sheet of the Company, we are of the opinion that the Company
has used funds raised on short term basis amounting to Rs. 648.19 million for long term
investments.
XVIII. The Company has not made any preferential allotment of shares to companies /
firms / parties covered in the register maintained under Section 301 of the Companies Act,
1956.
XIX. The Company did not have any outstanding debentures during the year.
XX. The Company has not raised any money by public issues during the year.
XXI. According to the information and explanations given to us, no fraud on or by the
Company has been noticed or reported during the course of our audit.
| For BSR& Co. |
Kolkata |
| Chartered Accountants |
4 February 2013 |
| Firm Registration No.: 101248W |
|
| Vikram Advani, Partner |
|
| Membership No.: 091765 |
|
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