FUTURE ADITYA BIRLA NUVO Auditors Report

Report on the Standalone Financial Statements

1. We have audited the accompanying Standalone Financial Statements of
Aditya Birla Nuvo 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 significant
accounting policies and other explanatory information, in which are
incorporated the branch''s financial statements for the year ended on
that date audited by the branch auditors of the Company.

Management''s Responsibility for the Financial Statements

2. 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 Standalone 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 Companies (Accounts) Rules, 2014. This responsibility also
includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the Standalone Financial Statements that give a true
and fair view and are free from material misstatement, whether due to
fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these Standalone
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 issued by the
Institute of Chartered Accountants of India, as 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.

4. 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 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 control system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by the Company''s management and Board of
Directors, as well as evaluating the overall presentation of the
Standalone Financial Statements.

5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
Standalone Financial Statements.

Opinion

6. 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 state of
affairs of the Company as at March 31, 2015, its Profit and its cash
flows for the year ended on that date.

Other Matter

7. The accompanying Standalone Financial Statements include total
assets of Rs. 1,716.15 crore as at March 31, 2015, and total revenues
of Rs. 3,547.87 crore for the year ended on that date, in respect of
one branch, which has been audited by branch auditors, whose financial
statements, other financial information and auditor''s reports have been
furnished to us. Our opinion on the Standalone Financial Statements, in
so far as it relates to the amounts and disclosures included in respect
of this branch, and our report in terms of sub-sections (3) and (11) of
section 143 of the Act, in so far as it relates to the aforesaid
branch, is based solely on the reports of such other auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

8. 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.

9. As required by section 143(3) of the Act, we further 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
purpose of our audit;

b. In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;

c. The reports on the accounts of the branch offices of the Company
audited under section 143(8) of the Act by branch auditors have been
sent to us and have been properly dealt with by us in preparing this
report;

d. 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 and with the audited financial statements received
from the Branch;

e. In our opinion, the aforesaid Standalone Financial Statements
comply with the applicable Accounting Standards specified under section
133 of the Act, Read with Rule 7 of the Companies (Accounts) Rules
2014;

f. On the basis of written representations received from the directors
as on March 31, 2015, and 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;

10. In our opinion and to the best of our information and according to
the explanations given to us, we report as under with respect to other
matters to be included in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014:

(i) The Company has disclosed the impact of pending litigations on its
financial position in its Standalone Financial Statements ? Refer Note
45(iv) to the Standalone Financial Statements;

(ii) The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts ? Refer Note
45(iii) to the Standalone Financial Statements;

(iii) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

Annexure referred to in paragraph 8 of Our Independent Auditors'' Report
to the members of the Company on the Standalone Financial Statements
for the year ended March 31, 2015

(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

(b) All fixed assets have not been physically verified by the
management during the year but there is a regular program of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year other than inventory
lying with third parties, where certificates confirming stocks have
been received in respect of substantial portion of stock held.

(b) The procedures of 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 and no
material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured to companies,
firms or other parties covered in the register maintained under section
189 of the Act. Accordingly, the provisions of paragraph 3(iii) (a) to
(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 the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the Company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

(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 the section 148 of
the Act, in respect of the Company''s products to which the said rules
are made applicable, and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. We have
not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, employees'' state insurance, income-tax, sales- tax,wealth-tax,
service tax, customs duty, excise duty, value added tax, cess and other
material statutory dues applicable to it.

According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees''
state insurance, income-tax, sales-tax, wealth-tax, service tax,
customs duty, excise duty, value added tax, cess and other material
statutory dues were outstanding, at the year end, for a period of more
than six months from the date they became payable.

(b) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, value added tax and cess on account of any dispute, are as
follows:

Name of the Nature of the Period
Statute dues

Income tax Tax Demand AY 2006-07
Act, 1961

1975-76, 1976-77,
1986-87 & 2001-02

2003-04, 2004-05,
Customs Act, Tax Demand, Interest 2005-06, 2007-08
1962 and Penalty 2009-10, 2013-14
2013-14

1977-78, 1986-87
1985-86, 1991-92,
1995-00, 2001-02,
2002-03, 2008-09
Central Excise Excise Duty, Interest 1994-95, 1996-97,
Act, 1944 and Penalty 1997-98,1998-99,
2005-2012 1997-98
to 2000-01

Entry Tax 2013-14 & 2014-15

1999-00, 2002-03,
2004-05 & 2010-11
2002-03, 2004-05,
2007-08, 2008-09

Sales Tax, 1995-96, 1996-97,
Value Added Tax, 1997-98, 1999-00,
Central Sales Tax, 2001-02, 2002-03 to
Sales Tax Act Non-Submission of 2004-05, 2005-06,
forms, Purchase Tax, 2006-07, 2007-08,
Trade Tax including 2008-09, 2009-10,
Interest 2010-11

2002-03, 2003-04,
2006-07, 2007-08,
2009-10, 2010-11, 2011-12

2002-03, 2003-04
Service Tax
Finance Act, 1994 including Interest
(Service Tax) 2012-13
and Penalty

Textile 1981-82 to 1998-99
Committee Textile Cess
Act 1990-00 to 2004-05

Gujarat Cess on generation 2011-12 to 2014-15
Green Cess of electricity through
Act, 2011 captive power
generation plants

Name of the Statute Forum where Amount
dispute is pending (Rs. in Crores)

Income tax Act, 1961 Commissioner 102.13
(Appeals)

Customs Act, 1962 High Court 0.39

CESTAT 1.30

Commissioner 0.64
(Appeals)

Central Excise
Act, 1944 High Court 0.06

CESTAT 3.11

Commissioner 1.24
(Appeals)

Commissioner/ 0.05
Deputy Commissioner

Sales Tax Act High Court 11.14

High Court 7.69

Appellate Tribunal 1.01

Commissioner 17.55
(Appeals)/Revisional
Boards

Assessing authorities 7.09

Finance Act, 1994
(Service Tax) CESTAT 0.82

Commissioner 1.31
(Appeals)

Textile Committee Act Textile Committee 0.63
Cess Appellate Tribunal

Assessing authorities 0.65

Gujarat Green Cess
Act, 2011 Supreme Court 1.72
of India

(c) In our opinion and to the best of our information and according to
the explanations given to us, there has been no delay in transferring
amounts, 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 and rules made thereunder.

(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred cash losses in the current and
immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.

(x) According to the information and explanations given to us, the
Company has given guarantee for loans taken by subsidiaries from banks
or financial institutions, the terms and conditions whereof, in our
opinion, are not prima-facie prejudicial to the interest of the
Company.

(xi) 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 other than temporary deployment pending application.

(xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the Standalone Financial Statements
and as per the information and explanations given by the management, we
report that no fraud on or by the Company has been noticed or reported
during the year. However, branch auditors have reported that there was
a case of employee misappropriation which was not material and was
appropriately dealt with by the management.

For and on behalf of For and on behalf of

KHIMJI KUNVERJI & CO. S R B C & CO LLP

Chartered Accountants Chartered Accountants

ICAI Firm Registration
No. 105146W ICAI Firm Registration Number: 324982E

Per Shivji Vikamsey Per Vijay Maniar

Partner Partner

Membership No. 2242 Membership No. 36738

Mumbai Mumbai

Date: May 14, 2015 Date: May 14, 2015

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
“2019 © COPYRIGHT DYNAMIC EQUITIES PVT. LTD.”

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