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Corporate Identity Serving Diverse Industries Purpose and Values Overview by the Chairman Operational Highlights Financial Analysis Research and Technology

Safety, HealthandEnvironment Serving the Society Directors’ Report Management Discussion andAnalysis Report on Corporate Governance

Financial Statements

Referred to in paragraph 3 of the Auditors’ Report of

even date to the members of Atul Ltd on the financial

statements for the year ended March 31, 2010

i. (a) The Company is generally maintaining proper

records showing full particulars, including

quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by

the Management according to a phased

programme designed to cover all the items

over a period of 3 years which, in our opinion,

is reasonable having regard to the size of the

Company and the nature of its assets. Pursuant

to the programme, a portion of the fixed assets

has been physically verified by the Management

during the year and no material discrepancies

between the book records and the physical

inventory have been noticed.

(c) In our opinion and according to the information

and explanations given to us, a substantial part

of fixed assets has not been disposed of by the

Company during the year.

ii. (a) The inventory (excluding stockswith thirdparties)

has been physically verified by the Management

during the year. In respect of inventory lying

with third parties, these have substantially

been confirmed by them. In our opinion, the

frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory

records, in our opinion, the Company is

maintaining proper records of inventory. The

discrepancies noticed on physical verification

of inventory as compared to book records were

not material.

iii. (a)

The Company has not granted any loans,

secured or unsecured, to companies, firms or

other parties covered in the register maintained

under Section 301 of the Act.

(e) The Company has taken unsecured loans (in

nature of Fixed Deposits), from 5 parties covered

in the register maintained under Section 301 of

the Act. The maximum amount involved during

the year and the year-end balance of such loans

aggregates to Rs 0.90 crore and Rs 0.90 crore

respectively. The Company has not taken any

loans, secured or unsecured, from companies

and firms covered in the register maintained

under Section 301 of the Act.

(f) In our opinion, the rate of interest and other terms

and conditions of such loans are not prima facie

prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the Company

is regular in repaying the principal amounts

as stipulated and is also regular in payment of

interest, where applicable.

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, fixed assets and for the

sale of goods and services. Further, on the basis of

our examination of the books and records of the

Company, and according to the information and

explanations given to us, no major weakness have

been noticed or reported.

v. (a) In our opinion and according to the information

and explanations given to us, the particulars of

contracts or arrangements referred to in Section

301 of the Act have been entered in the register

required to be maintained under that section.

(b) In our opinion and according to the information

and explanations given to us, the transactions

made in pursuance of such contracts or

arrangements and exceeding the value of

Rupees Five Lakhs in respect of any party during

the year have been made at prices which are

reasonable having regard to the prevailing

market prices at the relevant time.

vi. In our opinion and according to the information

and explanations given to us, the Company has

complied with the provisions of Sections 58A

Annexure

to the Report of the Auditors