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You can view full text of the latest Auditor's Report for the company.

BSE: 532432ISIN: INE854D01016INDUSTRY: Beverages & Distilleries

BSE   ` 3750.75   Open: 3830.00   Today's Range 3709.95
3933.55
-30.05 ( -0.80 %) Prev Close: 3780.80 52 Week Range 1831.25
4003.45
Year End :2017-03 

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements of United Spirits Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS 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 Ind AS financial statements to 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 accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. 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 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including 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.

5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the Auditors' judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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 Company's Board of Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, 2017, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

9. We draw attention to the following Matters:

a) As explained in Note 44 to the standalone Ind AS financial statements, the Managerial remuneration for the year ended March 31, 2015 included amounts paid to managerial personnel in excess of the limits prescribed under the provisions of Schedule V to the Act by INR 51 million to the Managing Director and Chief Executive Officer (MD & CEO) and by INR 134 million to the former Executive Director and Chief Financial Officer (ED & CFO). With regard to excess remuneration paid to MD & CEO the Company has made the necessary application, along with the required clarifications, for Central Government approval, response to which is awaited. Further, in respect of excess remuneration paid to the former ED & CFO the Company has initiated steps, including by way of filing a suit for recovery before the jurisdictional court, to recover the excess remuneration.

b) As explained in Note 41 to the standalone Ind AS financial statements, upon completion of the Initial Inquiry, which identified references to certain Additional Parties and certain Additional Matters , the MD & CEO, pursuant to the direction of the Board of Directors, had carried out an Additional Inquiry that revealed actual or potential fund diversions arising from improper transactions aggregating to INR 9,135 million and other potentially improper transactions aggregating to INR 3,118 million involving the erstwhile non-executive Chairman of the Company and entities that appear to be affiliated or associated with the said non-executive Chairman. The amounts identified in the Additional Inquiry have been fully provided for or expensed by the Company or its subsidiaries in earlier periods except for INR 217 million which has been accounted for as exceptional item during the year (Refer Note 41(c) to the standalone Ind AS financial statements). Management is currently unable to estimate the financial impact on the Company, if any, arising from potential non-compliances with applicable laws in respect of the above.

c) As explained in Note 46 to the standalone Ind AS financial statements, the Company is in litigation with a bank ('the Bank') that continues to retain the pledge of certain assets of the Company and of the Company's shares held by USL Benefit Trust (of which the Company is sole beneficiary) despite the Company prepaying the term loan to that bank along with the prepayment penalty and further depositing an additional sum of INR 459 million demanded by the Bank and as directed by the Honourable High Court of Karnataka (the 'Court'). The Court has directed the Bank not to deal with the pledged assets of the Company (including the shares held by USL Benefit Trust) as mentioned above till the disposal of the original writ petition filed by the Company in the Court.

d) Note 48 to the standalone Ind AS financial statements which describes the uncertainty related to the outcome of Special Leave Petition (the “SLP”) filed by the Bihar State Government with the Honourable Supreme court, in relation to the ban imposed by the Bihar State Government on trade and consumption of Indian Made Foreign Liquor and Foreign Liquor in the State of Bihar with effect from April 5, 2016 which was set aside by Honourable High Court of Patna in its judgment dated September 30, 2016. Further, consequent to the notification dated January 24, 2017 issued by the Bihar State Government, which as a consequence, criminalises the continued storage of all stock of raw materials and finished goods in the State of Bihar, the Company is in the process of transferring its stock of raw materials and finished goods lying in its premises and the 'billed stocks' currently in the possession of Bihar State Beverages Corporation Limited, outside the state of Bihar. The statutory duties (VAT and Excise duty) paid on such stocks aggregating to INR 553 million (including receivable from tie-up manufacturing units) have been considered as good and receivable from the Bihar State Government and is disclosed as Other non-current asset.

e) Note 45 to the standalone Ind AS financial statements:

i. regarding clarifications sought by Securities and Exchange Board of India on matters covered by the Company's Initial Inquiry and Additional Inquiry and certain aspects of the agreement between the Company and its erstwhile non-executive chairman to which the Company has responded;

ii. regarding various issues raised and show cause notices issued pursuant to an inspection under Section 206(5) of the Companies Act, 2013 by Ministry of Corporate Affairs/ Registrar of Companies, alleging violation of certain provisions of the Companies Act, 1956 and Companies Act, 2013, to which the Company has responded;

iii. regarding the ongoing investigation by the Enforcement Directorate under the provisions of Foreign Exchange Management Act, 1999 and Prevention of Money Laundering Act, 2002 to which the Company has responded; and

iv. regarding clarifications sought by Authorized Dealers in relation to certain queries from Reserve Bank of India with regard to remittances made in prior years to subsidiaries and branch of the Company in the United Kingdom and past acquisition of the Whyte and Mackay group, to which the Company has responded.

f) Note 61 to the standalone Ind AS financial statements which states that the Company has adopted Ind AS for the financial year commencing from April 1, 2016, and accordingly, the financial statements have been prepared by the Company's Management in compliance with Ind AS.

Our opinion is not qualified in respect of the matters described above.

Other Matter

10. The comparative financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in the standalone Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by the predecessor auditor who expressed modified opinions vide their reports dated May 26, 2016 and May 27, 2015, respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to Ind AS have been audited by us.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor's Report) Order, 2016, issued by the Central Government of India in terms of Section 143(11) of the Act (“the Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) The matters described in sub-paragraphs (b), (c), (d) and

(e) of paragraph 9 above titled “Emphasis of Matter”, in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on March 31, 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

g) 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 Annexure A.

h) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2017 on its financial position in the standalone Ind AS financial statements - Refer Notes 18, 42, 46, 48 and 54 to the standalone Ind AS financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 60 to the standalone Ind AS 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 during the year ended March 31, 2017; and

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 62 to standalone Ind AS financial statements. However, as stated in Note 62 to the standalone Ind AS financial statements, amounts aggregating to INR 145,500 as stated by the management were received from transactions which were not permitted.

i. (a) The Company is 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 three 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 have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 3.1 (Property, plant and equipment) and Note 13 (Assets classified as held for sale) to the standalone Ind AS financial statements, are held in the name of the Company except as disclosed below:

Amounts in INR million

Particulars

Freehold land

Leasehold land

Buildings

Property, plant and equipment:

Number of cases

9

3

Various

Gross Carrying amount as at March 31, 2017

262

48

465

Net Carrying amount as at March 31, 2017

262

27

436

Assets classified as held for sale:

Number of cases

-

-

5

Gross and Net carrying amount as at March 31, 2017

-

-

39

The Company is in the process of collating and identifying title deeds.

ii. The physical verification of inventory excluding stocks with third parties and stock in transit have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. There are no companies covered in the register maintained under Section 189 of the Act for the purpose of loans granted by the Company.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of a guarantee provided by it. The Company has not granted any loans or made any investments to the parties covered under Sections 185 and 186 of the Act.

v. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed thereunder to the extent notified, with regard to the deposits accepted from the public. According to the information and explanations given to us, 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 on the Company in respect of the aforesaid deposits.

vi. The Central Government of India has not specified the maintenance of cost records under Section 148(1) of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues in respect of tax deducted at source, tax collected at source, service tax, employee state insurance, provident fund, sales tax, valued added tax, krishi kalyan cess and swachh bharat cess though there has been delays in some cases and is regular in depositing other undisputed statutory dues, including, duty of customs , duty of excise, and other material statutory dues, as applicable, with the appropriate authorities. The undisputed dues in respect of stamp duty relating to earlier years have not been deposited till date. The extent of the arrears of statutory dues outstanding as at March 31, 2017, for a period of more than six months from the date they became payable are as follows:

Name of the statute

Nature of dues

Amount (INR million)

Period to which the amount relates#

Due date#

Date of Payment

Maharashtra Stamp Act, 1958

Stamp duty and interest thereon

200

September 2006

September

2006

Not yet paid

# Interest pertains to the period from September, 2006 to March 31, 2017.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, duty of customs, duty of excise, entry tax and value added tax as at March 31, 2017 which have not been deposited on account of a dispute are disclosed in Appendix 1.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank as at the balance sheet date. The Company does not have any loans or borrowings from Government or dues to debenture holders as at the balance sheet date.

ix. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion, and according to the information and explanations given to us, term loans have been applied for the purposes for which they were obtained during the year.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, except for the matter mentioned below, for which the Management has taken appropriate steps, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of such case by the Management.

As explained in Note 41 to the standalone Ind AS financial statements and in Paragraph 9 (b) of our report of even date on the standalone Ind AS financial statements, upon completion of the Initial Inquiry, which identified references to certain additional parties and certain additional matters, the MD & CEO, pursuant to the direction of the Board of Directors, had carried out an Additional Inquiry that revealed improper transactions indicating actual or potential fund diversions arising from improper transactions aggregating to INR 9,135 million and other potentially improper transactions aggregating to INR 3,118 million involving the erstwhile non-executive Chairman of the Company and entities that appear to be affiliated or associated with the said erstwhile non-executive Chairman. The amounts identified in the Additional Inquiry have been fully provided for or expensed by the Company or its subsidiaries in earlier periods except for INR 217 million which has been accounted for as exceptional item during the year (Refer Note 41 (c) to the Ind AS standalone financial statements).

xi. Read with paragraph 9 (a) of our report of even date on the Ind AS standalone financial statements, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone Ind AS financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures, specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

Amounts in INR million

Name of the statute

Nature of dues

Disputed

Amount

Paid

Amount

Unpaid

Amount

Period to which the amount relates (Financial Year)

Forum where the dispute is pending

Income Tax Act, 1961

Income Tax

762

762

-

2005-06 to 2008 -09

Assessing Officer of Income Tax

Income Tax Act, 1961

Income Tax

4,996

-

4,996

2012-13

Dispute Resolution Panel

Income Tax Act, 1961

Income Tax

2,165

376

1,789

2003-04, 2005-06, 2007-08 to 2012-13

Commissioner of Income Tax (Appeals)

Income Tax Act, 1961

Income Tax

2,529

2,529

1988-89 to 1992-93, 1995-96, 199900 to 2003-04, 2006-07 to 2008-09 and 2011-12

Income Tax Appellate Tribunal

Income Tax Act, 1961

Income Tax

1,679

-

1,679

1993-94 to 2004-05

High Courts

Customs Act, 1962

Custom Duty

5

-

5

1995-96 to 1997-98

High Courts

Service Tax - Finance Act 1994

Service Tax

293

31

262

2004-05 to 2006-07, 2009-10 and 2010-11

Customs, Excise and Service Tax Appellate Tribunal

Service Tax - Finance Act 1994

Service Tax

118

116

2

2004-05 and 2015-16

High Courts

Central Excise Act, 1944

Central Excise Duty

1,095

70

1,025

1993-94 and 2000-01

Customs, Excise and Service Tax Appellate Tribunal

Central Excise Act, 1944

Central Excise Duty

1

-

1

1994-95 and 1995-96

Commissioner of Central Excise

Respective State Excise Acts

State Excise

69

3

66

1983-84, 2001-02 to 2003-04

Additional Commissioner of Excise

Respective State Excise Acts

State Excise

9

-

9

1993-94, 2003-04, 2009-10, 2012-13, 2013-14 and 2016-17

Additional District Magistrate

Respective State Excise Acts

State Excise

29

4

25

1995-96, 2001-02, 2003-04 to 200708, 2011-12 to 2013-14

State Taxation Tribunal

Bengal Excise Act, 1909 and Bengal Excise (Amendment) Act, 2012

State Excise

13

13

1992-93 to 1998-99

Civil Court

Respective State Excise Acts

State Excise

2

1

1

1994-95, 1998-99 and 2014-15

Collector of State Excise

Respective State Excise Acts

State Excise

124

11

113

1963-64 to 1972-73, 1976-77 and 1977-78, 1980-81 to 1991-92, 1993-94 to 1996-97, 1998-99, 2001-02, 2003-04 to 2007-08, 2012-13, 2015-16 and 2016-17

Commissioner of State Excise

Respective State Excise Acts

State Excise

2

-

2

1994-95

District Magistrate and Collector of State Excise

Respective State Excise Acts

State Excise

541

187

354

1972-73 and 1973-74, 1979-80 to 2015-16

High Courts

Respective State Excise Acts

State Excise

6

-

6

1994-95

State Taxation Tribunal

Respective State Excise Acts

State Excise

13

-

13

1986-87, 1992-93, 1997-98, 1998-99 and 2015-16

Superintendent of State Excise

Respective State Excise Acts

State Excise

1,234

75

1,159

1971-72, 1996-97 to 2011-12

Supreme Court

* As represented by Management.

Amounts in INR million

Name of the statute

Nature of dues

Disputed

Amount

Paid

Amount

Unpaid

Amount

Period to which the amount relates (Financial Year)

Forum where the dispute is pending

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

10

-

10

2003-04 to 2013-14

Additional Commissioner of Commercial Taxes

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

119

85

34

1982-83 2000-01, 2004-05 and 200506, 2007-08, 2009-10 to 2012-13

Commercial Tax Appellate Tribunal

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

4

-

4

1993-94, 2003-04, 2005-06 and 2006-07

Commercial Taxes Appellate and Revisional Board

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

106

-

106

1994-95 to 1996-97, 2005-06 to 2007-08, 2010-11 and 2012-13

Assistant Commissioner of Commercial Taxes

Karnataka sales Tax Act, 1957 and Karnataka Value Added Tax Act, 2003

Sales Tax/ Value Added Tax

43

43

1995-96 and 2006-07

Civil Court

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

32

-

32

1990-00, 2010-11 to 2014-15

Commercial Tax Officer

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

773

773

1978-79, 1980-81 and 1981-82, 1984-85 and 1985-86, 2002-03 and 2015-16

Commissioner of Commercial Taxes

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

271

-

271

1985-86, 2003-04, 2006-07 to 201112, 2013-14, and 2016-17

Deputy Commissioner of Commercial Taxes

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

182

182

1978-79 to 1986-87, 1988-89 and 1989-90, 1992-93 and 1993-94, 199697 to 2002-03, 2005-06, 2007-08 and 2009-10 to 2012-13

High Courts

Central and Respective State Sales Tax Acts

Sales Tax/ Value Added Tax

342

-

342

1999-00 to 2012-13

Joint Commissioner of Commercial Taxes

Respective State Entry Tax Act

Entry Tax

8

-

8

2007-08, 2012-13 and 2013-14

Additional Commissioner of Commercial Taxes

Respective State Entry Tax Act

Entry Tax

12

-

12

2005-06

Commercial Taxes Appellate and Revisional Board

Respective State Entry Tax Act

Entry Tax

150

28

122

1987-88, 2000-01, 2004-05, 2007-08, 2009-10 to 2011-12

Commercial Tax Appellate Tribunal

Respective State Entry Tax Act

Entry Tax

0

0

0

1989-90

Assessing Officer

Respective State Entry Tax Act

Entry Tax

37

-

37

2010-11 to 2012-13

Deputy Commissioner of Commercial Taxes

Respective State Entry Tax Act

Entry Tax

58

2

56

1984-86, 2005-06 and 2012-13

High Courts

Respective State Entry Tax Act

Entry Tax

7

1

6

2007-10

Joint Commissioner of Commercial Taxes

Respective State Entry Tax Act

Entry Tax

249

33

216

2003-04 to 2013-14

Supreme Court

* As represented by Management.

for Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Chartered Accountants

Pradip Kanakia

Partner

Membership Number: 039985

Stockholm

May 30, 2017