Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of SORIL Infra Resources Limited (formerly known as Store One Retail India Limited) (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
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 judgements 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. In conducting the 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 of the financial statements 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 standalone 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 auditorâs judgement, 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 Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 financial position of the Company as at March 31, 2018, and its financial performance including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.
Other Matter
The Company had prepared separate sets of statutory financial statements for the year ended March 31, 2017, and March 31, 2016, in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued auditorâs reports dated May 26, 2017, and May 06, 2016, respectively to the shareholders of the Company. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required under provisions of Section 143(3) of the Act, based on our audit 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 it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditorâs 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. As detailed in Note -38(e) to the standalone financial statements, the Company has disclosed the impact of pending litigations on its financial position.
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 are required to be transferred to the Investor Education and Protection Fund by the Company during the year.
(Referred to in paragraph 1 under â Report on Other Legal and Regulatory Requirementsâ section of our report to the members of SORIL Infra Resources Limited (formerly known as Store One Retail India Limited) of even date)
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:
i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
a. The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.
b. The Company does not hold any immovable properties (in the nature of âfixed assetsâ). Accordingly, the provisions of clause 3(i)(c) of the Order are not applicable.
ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.
iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act, and with respect to the same:
a. In our opinion, the terms and conditions of the grant are not prejudicial to the companyâs interest.
b. In our opinion, the schedule of repayment of principal amount and payment of interest has been stipulated and the repayment of principal amount and receipt of interest are regular.
c. There is no overdue amount in respect of loans granted to such companies, with regard to principal amount and interests.
iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees, and security.
v) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable to the Company.
vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products/services 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 cost records with a view to determine whether they are accurate or complete.
vii) In respect of Statutory dues :
a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income-Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues have been regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2018 for a period of more than six months from the date of becoming payable.
b. According to the information and explanations given to us, there are no dues in respect of Income Tax or Sales Tax or Service Tax or Duty of Customs or Duty of Excise or Value Added Tax have not been deposited with the appropriate authorities on account of any dispute.
viii) In our opinion, the Company has not defaulted in repayment of loans or borrowings to any bank or financial institution during the year. Further, the Company has no loans or borrowings payable to government and no dues payable to debenture-holders during the year.
ix) As explained to us, no money raised by way of initial public offer or further public offer (including debt instruments) during the year. The Company has not obtained any term loans during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable to the Company.
x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or its employees was noticed or reported during the year.
xi) In our opinion, the provisions of Section 197 of the Act read with Schedule V to the Act are not applicable to the Company as the Company does not pay/provide for any managerial remuneration. Accordingly, the provisions of clause 3(xi) of the Order are not applicable to the Company.
xii) The Company is not a Nidhi Company. Accordingly, the provisions of clause 3(xii) of the Order are not applicable to the Company.
xiii) According to the information and explanations given to us, all the transactions with the related parties are in compliance with Sections 177 & 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by applicable accounting standards.
xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of Shares or fully or partly convertible debentures during the year.
Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the Company.
xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company.
xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
(Referred to in paragraph 2(f) under âReport on Other Legal and Regulatory Requirementsâ section of our report to the members of SORIL Infra Resources Limited (formerly known as Store One Retail India Limited) of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of SORIL Infra Resources Limited (formerly known as Store One Retail India Limited) (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Agarwal Prakash & Co.
Chartered Accountants
Firmâs Registration Number : 00.5975N
Vikas Aggarwal
Gurugram Partner
May 02, 2018 Membership No: 097848
Mar 31, 2015
We have audited the accompanying financial statements of Store One
Retail India Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the 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 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 (as amended). This responsibility also
includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgements 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.
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
standards and standards on auditing 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 judgement, 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 audit opinion on the financial
statements.
Opinion
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, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its cash flows for the year
ended on that date.
Other Matter
The financial statements of the Company for the year ended March 31,
2014, were audited by another auditor who expressed an unmodified
opinion vide its report dated April 23, 2014. Our opinion is not
modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report ) Order , 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required under provisions of 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 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. 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 (as amended).
e. On the basis of the written representations received from the
directors as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.
f. 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 does not have any pending litigations which would
impact its financial position.
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 are required to be transferred to the
Investor Education and Protection Fund by the Company during the year.
Annexure referred to in paragraph 1 under the heading Report on other
legal and regulatory requirements of our report of even date on the
financial statements for the year ended March 31, 2015
Based on the audit procedures performed of the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
i) In respect of its Fixed Assets :
a. The Company has maintained proper records showing full particulars
including quantitative details and situation of its 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, which in our opinion is at
reasonable intervals, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such
physical verification.
ii) In respect of its Inventories :
a. As explained to us, the inventory has been physically verified by
the management at reasonable intervals during the year.
b. As explained to us, the procedure 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 records of the inventory,
the Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
book records were not material and they were properly dealt with in the
books of account.
iii) The Company has not granted any loans, secured or unsecured to
companies, firm or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, the requirements of Clauses
3(iii)(a) and 3(iii)(b) of the Order are not applicable to the Company.
iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and nature of its business for the
purchases of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, no major weaknesses has been
noticed in the in such internal control system.
v) According to the information and explanations given to us, the
Company has not accepted any deposits within the meaning of Sections 73
to 76 or any other relevant provisions of the Act and the Companies
(Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the
provisions of clause 3(v) of the Order are not applicable to the
Company.
vi) To the best of our knowledge and as explained to us, the Central
Government has not prescribed the maintenance of cost records under sub
section (1) of Section 148 of the Act, in respect of Company's products
/ services. Accordingly, the provisions of clause 3(vi) of the Order
are not applicable to the Company.
vii) In respect of Statutory dues :
a. According to the records of the Company, undisputed statutory dues
including Provident Fund, Employees' State Insurance, Income-Tax,
Sales-Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise,
Value Added Tax, Cess and any other statutory dues have been regularly
deposited with appropriate authorities. According to the information
and explanations given to us, no undisputed amounts payable in respect
of the aforesaid dues were outstanding as at March 31, 2015 for a
period of more than six months from the date of becoming payable.
b. According to the information and explanations given to us, there
are no amounts in respect of sales tax, income tax, customs duty,
wealth tax, service tax, excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute
except for the amounts mentioned below:
Name of the statute Demand amount Period to which Forum where
(Rs.) the amount dispute is
relates pending
Income Tax 150,44,720/- A.Y. 2012-13 Commissioner
of Income
Tax (Appeals)
Income Tax 82,80,195/- A.Y. 2007-08 Commissioner
of Income
Tax (Appeals)
c. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company in accordance
with the relevant provisions of the Companies Act, 1956 (1 of 1956) and
rules made thereunder. Accordingly, the provisions of clause 3(vii)(c)
of the Order are not applicable.
viii) The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.
ix) In our opinion, the Company has not defaulted in repayment of dues
to a financial institutions or banks or debenture holders during the
year.
x) In our opinion and 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 during the year.
Therefore, the provisions of clause 3(x) of the Order are not
applicable to the Company.
xi) In our opinion and to the best of our knowledge and belief,
proceeds of term loans taken were, prima facie, applied for the purpose
for which the loans were obtained.
xii) In our opinion and according to the information and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year.
For Agarwal Prakash & Co.
Chartered Accountants
Registration No : 005975N
Vikas Aggarwal
Partner
Membership No. : 097848
Place: New Delhi
Date: May 04, 2015
Mar 31, 2014
We have audited the accompanying financial statements of Store One
Retail India Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2014, and 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
Management is responsible for 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 Standards notified under the Companies Act, 1956 ("the
Act") read with the General Circular 15/2013 dated 13th September 2013
of the Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 our judgement, including the assessment of the risks
of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, we consider internal
control relevant to the Company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of entity''s internal control. An audit
also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by
management, 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.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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, 2014;
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.
Report on Other legal and Regulatory Requirements
i) As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
ii) As required by section 227(3) of the Act, 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 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 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 comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956 ("in Act");
read with the General Circular 15/2013 dated 13th September 2013 of the
Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013.
e) on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub- section (1) of
section 274 of the Companies Act, 1956.
Annexure to the Independent Auditor''s Report
Annexure to the Auditor''s Report of even date to the members of Store
One Retail India Limited, on the financial statements for the year
ended March 31, 2014 (Referred to our report of even date)
Based on the Audit Procedures performed for the purpose of reporting a
true and fair view on the financials statements of the company and
taking into the consideration the information and explanation given to
us and the books of account and other records examined by us in the
normal course of audit, we report that:
i) In respect of Fixed Assets of the Company and in our opinion:
a. The Company has maintained proper records, showing full particulars,
including quantitative details and situation of fixed assets.
b. The Company has a programme of physical verification of its fixed
assets by which they are verified annually. In accordance with this
programme, fixed assets were verified during the year and no
discrepancies were noticed on such verification. In our opinion, the
frequency of the physical verification is reasonable having regards to
the size of the company and nature of fixed assets.
c. The Company has not disposed off substantial part of any fixed
assets during the year. Therefore the going concern assumption is not
affected.
ii) In respect of Inventories of the Company and in our opinion:
a. Inventories have been physically verified by management during the
year and the frequency of verification is reasonable.
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 the nature of its business.
c. The Company is maintaining proper records of inventory. No material
discrepancies were noticed on physical verification of inventory.
iii) The company has not granted any loans to companies, firms or other
parties covered in the register maintained under section 301 of the
Companies Act, 1956. Also, the Company has not taken any loan from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956.
iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and nature of its business
with regard to purchase of inventory and fixed assets and sale of goods
& services. We have not observed any major weakness in the internal
control system during the course of the audit.
v) (a) In our opinion, the particulars of all contracts or arrangement
that are needed to be entered into the register maintained under
Section 301 have been so entered.
(b) In our opinion, the transaction made in pursuance of such contracts
and arrangements with parties with whom transactions exceeding value of
Rupees Five Lakh have been entered during the financial year are
reasonable having regard to prevailing market prices. For price
justification reliance is placed on the information and explanation
given by the management.
vi) In our opinion, the Company has not accepted any deposits from the
public within the meaning of section 58A and section 58AA or any other
relevant provisions of the Act and the Companies (Acceptance of
Deposits) Rules, 1975 with regard to the deposits accepted from the
public. No order has been passed by the Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal.
vii) In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
viii) The maintenance of cost records prescribed under section
209(1)(d) of the Companies Act,1956, is not applicable to the company.
ix) In respect of disputed and undisputed Statutory Dues of the Company
and according to information and explanations given to us and on the
basis of our examination of the records of the Company:
a. Amounts deducted / accrued in the books of accounts 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 and any other material Statutory Dues
have generally been regularly deposited during the year by the Company
with the appropriate authorities, to the extent applicable. There were
no dues on account of Cess under Section 441A of the Companies Act,
1956 since the aforesaid section has not yet been made effective by the
Central Government. According to the information and explanations given
to us, no undisputed amounts payable in respect of aforesaid dues were
in arrears, as at March 31, 2014 for a period of more than six months
from the date they became payable, wherever applicable.
b. There are no dues of Income-Tax, Sales Tax, Service Tax, Customs
Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on
account of any dispute, wherever applicable.
x) The accumulated losses of the company at the end of the financial
year are not more than 50% of the net worth of the company and it has
not incurred cash losses in the current year and immediately preceding
financial year as well.
xi) Based on our audit procedures and as per the information and
explanations given by the management, there are no dues to financial
institutions or banks or debenture holders.
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.
Accordingly, the provisions of paragraph 4 clause (xii) of the Order
are not applicable to the Company.
xiii) The Company is not a Chit Fund or a Nidhi/ Mutual Benefit fund/
Society. Accordingly, the provisions of paragraph 4 clause (xiii) of
the Order are not applicable to the Company.
xiv) In our opinion the company is not dealing or trading in shares,
debentures, securities and other investments. Accordingly, the
provisions of paragraph 4 clause (xiv) of the Order are not applicable
to the Company.
xv) In our opinion, the Company has not given any guarantee in terms of
paragraph 4 clause (xv).
xvi) In our opinion and to the best of our knowledge and belief,
proceeds of term loans taken earlier were, prima facie, applied for the
purposes they were obtained for.
xvii) In our opinion and on an overall examination of the Balance Sheet
of the Company, funds raised on short-term basis, prima facie, have not
been used for the long-term investment by the company.
xviii) In our opinion, the Company has not made any preferential
allotment of shares to parties or companies covered in the register
maintained under Section 301 of the Companies Act, 1956.
xix) In our opinion and according to the records examined by us, no
debentures were issued during the year.
xx) The Company has not raised any monies by way of public issue during
the year. Accordingly, the provisions of paragraph 4 clause (xx) of the
Order are not applicable to the company.
xxi) In our opinion, no material fraud on or by the Company has been
noticed or reported during the period covered in our audit.
For Sharma Goel & Co. LLP
Chartered Accountants
FRN: 000643N
Amar Mittal
Place: Mumbai Partner
Date : April 23, 2014 Membership No. : 017755
Mar 31, 2012
1. We have audited the accompanying financial statements of Store One
Retail India Limited (Formerly known as Indiabulls Retail Services
Limited) ("the Company") which comprise the Balance Sheet as at March
31, 2012 and the Statement of Profit and Loss and the Cash Flow
Statement for the year ended. 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.
2. We conducted our audit in accordance with the Standards on Auditing
generally accepted in India. These 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 the 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 (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of The Companies Act, 1956' of India (the 'Act'), we
enclose in the Annexure, a statement on the matters specified in
paragraph 4 and 5 of the said order.
4. Further to our comments in the Annexure referred to above, we
report that:
i) 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;
ii) 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;
iii) 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;
iv) 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 211 of
the Act;
v) On the basis of written representations received from the directors,
as at March 31,2012 and taken on record by the Board of Directors, we
report that none of the directors are disqualified as at March 31,2012
from being appointed as a director in terms of Section 274 (1) (g) of
the Act;
vi) In our opinion and according to the information and explanations
given to us, the said financial statements read with the notes thereon
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 Balance Sheet, of the state of affairs of the
Company as at March 31,2012;
(b) In the case of Statement of Profit and Loss, of the profit of the
Company for the year ended on that date; and
(c) In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to the Auditors' Report of even date to the members of Store
One Retail India Limited (Formerly known as Indiabulls Retail Services
Limited), on the financial statements for the year ended March 31,2012
(Referred to in paragraph 3 of our report of even date)
Based on the Audit Procedures performed for the purpose of reporting a
true and fair view on the financial statements of the company and
taking into the consideration the information and explanation given to
us and the books of accounts and other records examined by us in the
normal course of audit, we report that:
i) In respect of Fixed Assets of the Company and in our opinion:
a. The Company has maintained proper records, showing full
particulars, including quantitative details and situation of fixed
assets.
b. The Company has a programme of physical verification of its fixed
assets by which they are verified annually. In accordance with this
programme, fixed assets were verified during the year and no
discrepancies were noticed on such verification. In our opinion, the
frequency of the physical verification is reasonable having regards to
the size of the company and nature of fixed assets.
c. The Company has not disposed off substantial part of any fixed
assets during the year. Therefore the going concern assumption is not
affected.
ii) In respect of Inventories of the Company and in our opinion:
a. Inventories have been physically verified by management during the
year and the frequency of verification is reasonable.
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 the nature of its business.
c. The Company is maintaining proper records of inventory. No material
discrepancies were noticed on physical verification of inventory.
iii) In respect of loans, secured or unsecured, granted to or taken
from companies, firms or other parties covered in the register
maintained under Section 301 of the Companies Act, in our opinion:
a. The Company has not granted any loan to companies, firms or other
parties covered in the register maintained under section 301 of the
Companies Act, 1956.
b. The Company has taken loan from one party covered in the register
maintained under Section 301 of the Companies Act, 1956.The maximum
amount outstanding at any time during the year aggregated to Rs.
3,155,695,951 (previous year Rs. 3,799,267,318) and the balance
outstanding at year end is Rs. Nil (previous year Rs 3,092,767,318).
c. In our opinion rate of interest, where ever stipulated and other
terms and conditions of such loans are prima facie not prejudicial to
the interest of the Company.
d. The payments of principal amount and interest where ever stipulated
in respect of such loans have been regular.
iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and nature of its business
with regard to purchase of inventory and fixed assets and sale of goods
& services.
v) Based on the audit procedure applied by us, we are of the opinion
that the transactions that are needed to be entered under section 301
have been so entered. In respect of transactions with parties with whom
transactions exceeding value of Rupees Five Lakhs have been entered
during the financial year are reasonable. For price justification
reliance is placed on the information and explanation given by
management.
vi) In our opinion, the Company has not accepted any deposits from the
public within the meaning of section 58A and section 58AA or any other
relevant provisions of the Act and the Companies (Acceptance of
Deposits) Rules, 1975 with regard to the deposits accepted from the
public. No order has been passed by the Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) The maintenance of cost records prescribed under section 209(1
)(d) of the Companies Act, 1956, is not applicable to the Company.
ix) In respect of disputed and undisputed Statutory Dues of the Company
and according to information and explanations given to us and on the
basis of our examination of the records of the Company
a. Amounts deducted / accrued in the books of accounts 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 and any other material Statutory Dues have
generally been regularly deposited during the year by the Company with
the appropriate authorities, to the extent applicable. There were no
dues on account of Cess under Section 441A of the Companies Act, 1956
since the aforesaid section has not yet been made effective by the
Central Government. According to the information and explanations given
to us, no undisputed amounts payable in respect aforesaid dues were in
arrears, as at March 31, 2012 for a period of more than six months from
the date they became payable, wherever applicable.
b. There are no dues of Income-Tax, Sales Tax, Service Tax, Customs
Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on
account of any dispute, wherever applicable.
x) The accumulated losses of the company at the end of the financial
year are more than 50 % of the net worth of the company and it has not
incurred cash losses in the current year. However the company has
incurred cash losses in immediately preceding financial year.
xi) Based on our audit procedures and as per the information and
explanations given by the management, there are no dues to financial
institutions or banks or debenture holders. Based on our audit
procedures and in our opinion, the Company has not defaulted in
repayment of dues to financial institutions or banks or debenture
holders.
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) The Company is not a Chit Fund or a Nidhi/Mutual Benefit
fund/society. Accordingly, the provisions of paragraph 4 clause (xiii)
of the Order are not applicable.
xiv) In our opinion the company is not dealing or trading in shares,
debentures, securities and other investments. The investments in shares
of subsidiary are held by the Company in its own name except to the
extent exemption granted under section 49 of the Companies Act, 1956.
xv) In our opinion, the Company has not given any guarantee in terms of
paragraph 4 clause (xv).
xvi) In our opinion and to the best of our knowledge and belief no term
loans were obtained during the year.
xvii) In our opinion and on an overall examination of the balance sheet
of the Company, funds raised on short-term basis, prima facie, have not
been used for the long-term investment by the Company.
xviii) In our opinion, the Company has made preferential allotment of
preference shares to parties or companies covered in the register
maintained under Section 301 of the Companies Act, 1956. Based on the
valuation of preference share, which is in our opinion is prima facie
not prejudicial to the interest of the Company.
xix) In our opinion and according to the records examined by us, no
debentures were issued during the year.
xx) The Company has not raised any monies by way of public issue during
the year.
xxi) In our opinion, no material fraud on or by the Company has been
noticed or reported during the year.
For Sharma Goel & Co.
Chartered Accountants
FRN: 000643N
Amar Mittal
Partner
Membership No. 017755
Place: Gurgaon
Date : April 30,2012
Mar 31, 2010
1. We have audited the attached Balance Sheet of Store One Retail
India Limited (formerly known as Indiabulls Retail Services Limited)
("the Company") as at March 31, 2010, the Profit and Loss Account and
the Cash Flow Statement for the year on that 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 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 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, as
amended by the Companies (Auditors Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of Sub-section (4A)
of Section 227 of The Companies Act, 1956 of India (the Act), we
enclose in the Annexure, a statement on the matters specifed in
paragraph 4 and 5 of the said Order.
4. Without qualifying our opinion, we draw attention to Note B 1(d) of
Schedule 19 to financial statements regarding the Companys accounts
being prepared on a going concern basis.
5. Further to our comments in the Annexure referred to above, we
report that:
(i) 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;
(ii) 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;
(iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(iv) in our opinion, the Balance sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in Sub-section (3C) of Section 211 of the
Companies Act, 1956;
(v) on the basis of written representations received from directors as
on March 31, 2010 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on March 31, 2010
from being appointed as a director in terms of Clause (g) of
Sub-section (1) of Section 274 of the Companies Act, 1956;
(vi) in our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read with
the notes thereon 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
(b) in the case of the Profit and Loss Account, of the loss 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 3 of the Auditors report of even
date to the Members of store one retail india Limited (formerly known
as Indiabulls Retail Services Limited) on the financial statements for
the year ended March 31, 2010
1. In our opinion and according to the information and explanations
given to us, the nature of the Companys business/activities during the
year is such that paragraph 4(viii), 4(xi), 4(xiii), 4(xiv), 4(xvi),
4(xix) and 4(xx) of the Order are not applicable to the Company.
2. (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 verifcation of fixed
assets by which fixed assets are verifed annually. In accordance with
this programme, fixed assets were verifed during the year. Material
discrepancies noticed on such verifcation have been properly dealt with
in the books of account. In our opinion, the frequency of physical
verifcation is reasonable having regard to the size of the Company and
the nature of its assets.
(c) The Company has disposed off some of the fixed assets during the
year covered by our report. However, considering various mitigating
factors as disclosed in Note B-1(d) of Schedule 19 to financial
statements, the accounts are prepared on a going concern basis and a
matter of emphasis is added in our report.
3. (a) According to the information and explanations given to us,
inventory has been physically verifed by the management during the
year.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verifcation of inventory
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 records of inventory, we are
of the opinion that the Company is maintaining proper records of its
inventory. According to the books and records of the Company as
produced and examined by us and according to the information and
explanations given to us, the discrepancies were noticed on verifcation
between the physical stocks and the book records were immaterial in
relation to the operations of the Company and the same have been
appropriately adjusted in the books of account.
4. In respect of loan, secured or unsecured granted or, taken by the
Company to or from companies, froms or other parties covered in the
register maintained under Section 301 of the Companies Act 1956,
according to the information and explanations given to us:
(a) The company has not granted any loans, secured or unsecured, to
companies, froms or other parties covered in the register maintained
under Section 301 of the Act.
(b) The Company has taken unsecured loans from one company covered in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum amount involved in the transactions during the year
aggregated to Rs. 2,339,139,852/- and the balance outstanding at the
year end is Rs. 2,010,074,612/-.
(c) According to the information and explanations given to us, the rate
of interest and other terms and conditions of such loans are, in our
opinion, prima facie not prejudicial to the interest of the Company.
(d) The payment of principal amount and interest in respect of such
loans has been as per stipulations.
5. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and nature of its business with regard to
purchase of inventory and fixed assets and sale of goods and services
and we have not observed any continuing failure to correct major
weaknesses in such internal controls.
6. In our opinion and according to the information and explanations
given to us, the Company has not entered into any contracts or
arrangements referred to in Section 301 of the Companies Act, 1956, the
particulars of which are required to be entered in the register
required to be maintained under that Section.
7. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of section 58A and Section 58AA or any other
relevant provisions of the Act and the Companies (Acceptance of
Deposits) Rules, 1975 with regard to deposits accepted from the public.
No order has been passed by the Company Law Board or National Company
Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal.
8. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
9. (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 Income-tax and other material statutory dues
have generally been regularly deposited during the year by the Company
with the appropriate authorities. As explained to us, the Company did
not have any dues on account of Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax,
Service Tax, Customs Duty and Excise duty. There were no dues on
account of Cess under Section 441A of the Companies Act, 1956 since the
aforesaid section has not yet been made effective by the Central
Government. 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, Custom Duty, Excise Duty, Cess and
other material statutory dues were in arrears, as at March 31, 2010 for
a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, as at March 31, 2010, there are
no dues of income Tax, Sales Tax, Service Tax, Customs Duty, Wealth
Tax, Excise Duty and cess which have not been deposited on account of
any dispute.
10. The Company has accumulated losses of more than 50% of its net
worth at the end of the financial year. The Company has incurred cash
losses during the financial year and in the immediately preceding
financial year.
11. The Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
12. According to the information and explanation given to us, the
Company has not given guarantees for loans taken by others from banks
and financial institutions.
13. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we report
that funds raised on short-term basis have not been used during the
year for long-term investment.
14. According to the information and explanations given to us, 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.
15. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For Sharma Goel & Co.
Chartered Accountants
FRN: 000643N
Amar Mittal
Partner
Membership No. 017755
Gurgaon, April 29, 2010
Mar 31, 2009
1. We have audited the attached Balance Sheet of Indiabulls Retail
Services Limited (formerly Piramyd Retail Limited) ("the Company") as
at March 31, 2009 and the annexed Profit and Loss Account and the Cash
Flow Statement for the year ended March 31, 2009. 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 our audit in accordance with the 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 the 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, as
amended ("the Order"), issued by the Central Government of India in
terms of sub-section (4A) of section 227 of the Companies Act, 1956
("the Act"), we enclose in the Annexure, a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Without qualifying our opinion, we draw attention to Note B 1 b) in
the financial statements regarding the Companys accounts being
prepared on a going concern basis.
5. Further to our comments in the Annexure referred to above, we
report that:
(i) 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;
(ii) 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;
(iii) the Balance Sheet, Profit and Loss Account and Cash Flow
Statement, dealt with by this report are in agreement with the books of
account;
(iv) in our opinion, the Balance Sheet, Profit and Loss Account and
Cash Flow Statement, dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Act;
(v) on the basis of written representations received from the
directors, as at March 31, 2009 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31,2009 from being appointed as a director in terms of Section
274 (1) (g) of the Act;
(vi) in our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read with
the notes thereon 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 Balance Sheet, of the state of affairs of the
Company as at March 31,2009;
(b) in the case of Profit and Loss Account, of the loss of the Company
for the year ended on that date; and
(c) in the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure referred to in paragraph 3 of the Auditors Report of even
date to the
Members of Indiabulls Retail Services Limited (formerly Piramyd Retail
Limited) on the financial statements for the year ended March 31,2009
(i) In our opinion and according to the information and explanations
given to us, the nature of the Companys business/activities during the
year is such that paragraphs 4(viii), 4(x), 4(xiii), 4(xiv), 4(xvi),
4(xix) and 4(xx) of the Order are not applicable to the Company.
(ii) (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 fixed assets are verified annually. In accordance
with this programme, fixed assets were verified during the year.
Material discrepancies noticed on such verification have been properly
dealt with in the books of account. In our opinion, the frequency of
physical ^ verification is reasonable having regard to the size of the
Company and the nature of its assets.
(c) The Company has disposed off substantial part of its fixed assets
during the year covered by our report. However, considering various
mitigating factors as disclosed in Note B, 1(b) of Schedule 20 to
financial statements, the accounts are prepared on a going concern
basis and a matter of emphasis is added in our report.
(iii) (a) According to the information and explanations given to us,
inventory has been physically verified by management during the year.
(b) In our opinion and according to the information and explanations
given to us, the procedures Ãfor physical verification of inventory
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 records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. According to the books and records of the Company as
produced and examined by us and according to the information and
explanations provided to us, the discrepancies noticed on verification
between the physical stocks and the book records were material in
relation to the operations of the Company and the same have been
appropriately adjusted in the books of account.
(iv) In respect of loans, secured or unsecured, granted to or taken
from companies, firms or other parties covered in the register
maintained under section 301 of the Act, according to the information
and explanations given to us:
(a) The Company has not granted any loans, secured orunsecured, to
companies, firms or other parties covered in the register maintained
under section 3 01 of the Act.
(b) The Company has taken unsecured loans from three companies covered
in the register maintained under section 301 of the Companies Act,
1956. The maximum amount involved in the transactions during the year
aggregated to Rs. 2,801,582,454 from three companies and the balance
outstanding at year end is Rs. 1,922,800,000 from two companies.
(c) According to the information and explanations given to us, the rate
of interest and other terms and conditions of such loans, are not,
prima facie, prejudicial to the interest of the Company.
(d) The payment of principal amounts and interest in respect of such
loans has been regular.
(v) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventory and fixed assets and sale of goods and
services. We have not observed any major weakness in such internal
control systems during the course of the audit.
(vi) In our opinion and according to the information and explanations
given to us, the Company has not entered into any contracts or
arrangements referred to in Section 301 of the Companies Act, 1956, the
particulars of which are required to be entered in the register
required to be maintained under that section.
(vii) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of section 58A and section 58AA or any other
relevant provisions of the Companies Act, 1956 andthe Companies
(Acceptance of Deposits) Rules, 1975 with regard to the deposits
accepted from the public. No order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal.
(viii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business. - .
(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, Employees State Insurance,
Income-tax, Sales-tax, Service Tax and other material statutory dues
have generally been regularly deposited during the year by the Company
with the appropriate authorities. As explained to us, the Company did
not have any dues on account of Investor Education and Protection Fund,
Wealth tax, Custom Duty and Excise duty. There were no dues on account
of Cess under Section 441A of the Companies Act, 1956 since the
aforesaid section has not yet been made effective by the Central
Government. 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, Custom Duty, Excise Duty, Cess and
other material statutory dues were in arrears, as at March 31,2009 for
a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, as at March 31,2009, there are
no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth
Tax, Excise Duty and Cess which have not been deposited on account of
any dispute.
(x) Based on our audit procedures and as per the information and
explanations given by the management, the Company has not defaulted in
repayment of dues to financial institutions or banks or debenture
holders.
(xi) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
(xii) 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.
(xiii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, funds
raised on short-term basis have, prima facie, been used during the year
for long-term investment. The Company has utilized funds from short
term borrowings and liabilities to acquire fixed assets of Rs.
108,812,011 during the year.
(xiv) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties or
companies covered in the register maintained under section 301 of the
Companies Act, 1956.
(xv) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For Ajay Sardana Associates
Chartered Accountants
Ajay Sardana
Partner
Membership No.: 089011
Gurgaon, June 30,2009