Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS Financial Statements of Beardsell Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Ind AS 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 Standalone Ind AS 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act., read with the Companies (Indian Accounting Standards) Rules, 2015, 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 the design, implementation and maintenance of adequate internal financial control 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these Standalone Ind AS 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 of the Standalone Ind AS Financial Statements 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 Ind AS Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditor''s judgement, 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 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 Standalone Ind AS 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 Standalone Ind AS Financial Statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the 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, 2018, its profit including Other Comprehensive Income, its Cash Flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s report) Order, 2016 ("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 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. 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 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 including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes In Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2018, and 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 Companies Act, 2013;
(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 "Annexure 2" to this report;
(g) 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 has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements - Refer Note 46 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.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure 1 referred to under paragraph 1 of the Report on Other Legal and Regulatory Requirements of the Auditors'' Report Beardsell Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and investment property.
(b) All property, plant and equipment have not been physically verified by the management during the year but there is a regular programme 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.
(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are pledged with the bank and not available with the Company. The same has been independently confirmed by the bank.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such 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, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and securities given in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable and hence not commented upon.
(v) In respect of deposits accepted, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules framed there under, to the extent applicable, have been complied with, except for Non-filing of return of public deposits with registrar as required under rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 (as amended). We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India or any Court or any other Tribunal.
(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 section 148(1) of the Companies Act, 2013, related to the manufacture of Plastics and Polymers and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise , value added tax, cess and other statutory dues have not generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:
Name of the statute |
Nature of the dues |
Amount (Rs. in lakhs)* |
Period to which the amount relates |
Forum where the dispute is pending |
Sales Tax Acts of various states |
Sales tax |
1.05 |
1995-96 2000-01 2001-02 2003-04 |
Deputy Commissioner, Assistant Commissioner & other appellate authorities |
Central Sales Tax Act, 1956 |
Central sales tax |
540.54 |
1995-96, 2000-01 2001-02, 2003-04 2006-07, 2007-08 2008-09, 2009-10 2010-11, 2011-12 2012-13, 2013-14 |
High Court, Deputy Commissioner & CTO of various states. |
*Net of Rs.0.74 Lakhs sales tax and Rs.50.65 lakhs central sales tax paid under protest.
(viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to a bank or financial institution during the year. The Company has not made any borrowings from the government and has not issued any debentures during the year.
(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or on the company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Beardsell Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s Management 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, including adherence to the Company''s policies, 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s 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 "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and both issued by the Institute of Chartered Accountants of India. 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 auditor''s judgement, including the assessment of the risks of material misstatement of the standalone Ind AS 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 internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company''s 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 standalone Ind AS 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 company''s assets that could have a material effect on the standalone Ind AS financial statements.
Inherent 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, 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 S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Bharath N S
Place : Bengaluru Partner
Date : May 28, 2018 Membership Number: 210934
Mar 31, 2016
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of BEARDSELL LIMITED ("the Company"), which comprise the Balance Sheet as at 31 st March, 201 6, 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 Standalone 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 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 1 33 of the Act, as applicable.
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 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 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 there under and the Order under section 143 (11) of the Act.
We conducted our audit of the standalone 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 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 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. 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 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 state of affairs of the Company as at 31st March, 2016, and its Profit and its cash flows for the year ended on that date.
Other Matters
The Company''s share of loss amounting to Rs.59.22 lakhs on its investment in a Partnership Firm is based on the audited financial information of the Firm as audited by other auditors whose report has been furnished to us by the Management, and our opinion on the standalone financial statements of the Company in so far as it relates to the share of loss from the Firm is based solely on the report of such auditors.
As referred to in Note 28 of the financial statements, the Company is required to share the finance costs and profits of the Division of the other entity. Accordingly, the Company has accounted for finance costs of Rs.38.22 lakhs and share of profits of Rs.73.83 Lakhs during the year. These amounts have been accounted based on the audited financial information of the Corporate entity as audited by other auditors whose reports have been furnished to us by the Management and our opinion in so far as it relates to these amounts is based solely on the report of such auditors.
Our opinion is not modified in respect of the above matters.
Report on Other Legal and Regulatory Requirements
1. 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.
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 standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.
e) On the basis of the written representations received from the
directors as on 31st March, 201 6 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 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 "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
g) 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 has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 27 to the financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
ANNEXURE A1 TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' of our report 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 ("the Act")
We have audited the internal financial controls over financial reporting of BEARDSELL LIMITED ("the Company") as of 31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management 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, including adherence to company''s policies, 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s 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 "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(1 0) 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 auditor''s judgment, 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 Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s 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 company''s 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent 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 31st March, 2016, 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.
(Referred to in paragraph (2) under ''Report on Other Legal and
ANNEXURE B1 TO THE INDEPENDENT AUDITORS REPORT
Regulatory Requirements âsection of our report of even date)
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.
(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed and confirmation from Company''s bankers provided to us in respect of immoveable properties pledged as security for loans, we report that, the title deeds, comprising all the immovable properties of land and buildings are held in the name of the Company as at the balance sheet date.
In case of immoveable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is a lessee in the agreement.
(ii) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on physical verification.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013
(iv) The Company has not granted any loans, made investments or provided guarantees and hence reporting under clause (iv) of the CARO 201 6 is not applicable
(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other TribunaI
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013 for Plastics and Polymers. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 201 3, and a re of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory d use:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, except for significant delays in remittance of service tax dues ranging from 1 to 268 days, VAT/ Sales Tax dues ranging from 1 to 1 7 days and Professional Tax dues ranging from 1 to 90 days.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales
Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2016 fora period of more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax which have not been deposited as on 31 st March, 2016 on account of disputes are given below:
Name of the Statute |
Nature of Dues |
Forum where Dispute is pending |
Period to which the amount relates |
Amount Unpaid (Rs. in lakhs) |
Sales Tax Acts of various States |
Sales Tax - Local |
Deputy Commissioner, Assistant Commissioner and other Appellate authorities |
1995-96,2000-01 and 2001-02,and 2003-04,2005-06 2006-07 and 2008-09 |
31.84* |
Central Sales Tax Act, 1956 |
Sales Tax - CST |
High Court, Deputy Commissioner and Commercial Tax Officer of various states |
1995-96, 2000-01 to 2001-02, 2003-04,2006-07 to 2011-12 |
444.13 ** |
* Net of Rs.7.34 Lakhs paid under protest- Sales Tax Act of Various States ** Net of Rs.41.65 Lakhs paid under protest-Central Sales Tax Act, 1956
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government. The Company has not issued any debentures.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). According to the information and explanations given to us, in respect of term loans, the Company has applied the money for the purposes for which it was raised, other than temporary deployment pending application.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 201 3.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 order is not applicable.
(xiii) in our opinion and according to the information and explanations given to us the company is in compliance with Section 188 and 1 77 of the Companies Act, 201 3, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-1 of the Reserve Bank of India Act, 1934.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm''s Registration No.008072S)
Bhavani Balasubramanian
Place : Chennai Partner
Date : May 27, 2016. (Membership No. 22156)
Mar 31, 2015
1. Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of
BEARDSELL LIMITED ("the Company"), which comprise the Balance Sheet as
at March 31,201 5, 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.
2. Management's Responsibility for the Standalone 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 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 the
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 financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
3. Auditor's Responsibility
3.1 Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
3.2 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.
3.3 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,
3.4 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 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 interna!
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.
3.5 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.
4. 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 state of affairs of the Company as
at March 31,2015, and its loss and its cash flows for the year ended on
that date.
5. Other Matters
5.1 The Company's share of profit amounting to Rs. 54.27 lakhs on its
investment in a Partnership Firm is based on the audited financial
information of the Firm as audited by other auditors whose report has
been furnished to us by the Management, and our opinion on the
standalone financial statements of the Company in so far as it relates
to the share of profit from the Firm is based solely on the report of
such auditors.
5.2 As referred to in Note 28 of the financial statements, the Company
is required to share the finance costs and losses of the Division of
the other entity. Accordingly, the Company has accounted for finance
costs of Rs. 19.62 lakhs and share of losses of Rs. 16.16 lakhs during
the year. These amounts have been accounted based on the audited
financial information of the Corporate entity as audited by other
auditors whose reports have been furnished to us by the Management and
our opinion in so far as it relates to these amounts is based solely on
the report of such auditors.
Our opinion is not modified in respect of these matters.
6. Report on Other Legal and Regulatory Requirements
6.1 As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Centra! Government in terms of Section 143 (11)
of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order.
6.2 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.
(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 standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(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 has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 27 to the
financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
(Referred to in paragraph 6.1 under 'Report on Other Legal and
Regulatory Requirements' section of our report of even date)
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification which,
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanation given to us, no material discrepancies were noticed on such
verification.
(ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iii) 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 Companies Act, 2013.
(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 with regard
to purchases of inventory and fixed assets and the sale of goods and
services. During the course of our audit, we have not observed any
major weakness in such internal control system.
(v) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
73 to 76 or any other relevant provisions of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014, as amended,
with regard to the deposits accepted. According to the information and
explanations given to us, no order has been passed by the Company Law
Board or the National Company Law Tribunal or the Reserve Bank of India
or any Court or any other Tribunal.
(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014,
as amended and prescribed by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013, and are of the opinion
that, prima facie, the prescribed cost records have been made and
maintained. We have, however, not made a detailed examination of the
cost records with a view to determine whether they are accurate or
complete.
(vii) According to the information and explanations given to us, in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
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 with
the appropriate authorities.
(b) There were 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 in arrears as at March 31,2015 for a period of
more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty, Value Added Tax and Cess which have not been
deposited as at March 31, 2015 on account of disputes are given below:
Name of the Nature of Forum where Period to which
Statute Dues Dispute is pending the amount relates
Sales Tax Acts Sales Tax Deputy Commissioner, 1995-96,2000-01
of various Dues Assistant Commissioner and 2001-02,
States and other 2003-04 and
Appellate authorities 2005-06 to 2010-11
Central Sales CST Dues High Court, 1995-96,
Tax Act, 1956 Deputy Commissioner 2000-01 to 2001-02,
and CTO of various 2003-04 and
states 2005-06 to 2010-11
Name of the Amount involved
Statute (Rs. in lakhs)
Sales Tax Acts 35.42
of various
States
Central Sales 517.73
Tax Act, 1956
(d) The Company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made there
under within time.
(viii) The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
financial year.
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks. The Company does not have any borrowings from financial
institutions and has not issued any debentures.
(x) According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
and financial institutions.
(xi) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained.
(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration No.008072S)
Bhavani Balasubramanian
Place : Chennai Partner
Date : May 29, 2015. (Membership No. 22156)
Mar 31, 2014
We have audited the accompanying financial statements of BEARDSELL
LIMITED ("the Company"), which comprise the Balance Sheet as at 31 st
March 201 4, the Statement of Profit and Loss and 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 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") (which continue to be applicable in respect of
Section 1 33 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate
Affairs) and in accordance with the accounting principles generally
accepted in India. 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.
Auditors'' 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 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 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 the Company''s internal control. An audit also
includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the
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 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:
(a) in the case of the Balance Sheet, of the state of affairs ofthe
Company as at 31 st March, 2014;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003("the
Order") issued by the Central Government in terms of Section 22 7(4A)
of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 ofthe Order.
2. 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 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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 1 33 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate
Affairs).
(e) On the basis of the written representations received from the
directors as on 31st March, 2014 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2014
from being appointed as a director in terms of Section 274(1) (g) of
the Act.
(Referred to paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
(i) Having regard to the nature of the Company''s
business/activities/results during the year, clauses 4(xii),4(xiii),
4(xiv),4(xviii),4(xix) and 4(xx) of the order are not applicable to the
Company.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification, which
in our opinion, provides for physical verification of all the fixed
assets at reasonable intervals. According lo the information arid
explanation given to us no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company,
(iii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956.
(v) 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 with regard
to purchases of inventory and fixed assets and the sale of goods and
services. During the course of our audit, we have not observed any
major weaknesses in such internal control system.
(vi) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
a) The particulars of contract or arrangements referred to in Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) Where each of such transaction is in excess of Rs. 5 lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time.
(vii) In our opinion and according to the information and explanations
given to us, the Company lias complied with the provisions of Sections
58A, 58AA or any other relevant provisions of the Companies Act, i 956
and the Companies (Acceptance of Deposits) Rules, 1975 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 the National Company Law Tribunal or the Reserve Bank of India
or any Court or any other Tribunal.
(viii) In our opinion, the Company has an adequate internal audit
system commensurate with the size and nature of its business.
(ix) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules,
2011, prescribed by the Central Government under Section 209 (1) (d) of
the Companies Act, 1956 and are of the opinion that, prima facie, the
prescribed cost records have been made and maintained. We have,
however, not made a detailed examination of the cost records with a
view to determining whether they are accurate or complete.
lx) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues applicable to it with the appropriate
authorities.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Investor Education and Protection Fund, Employees'' State
Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty, Cess and other material statutory dues in arrears as
at 31 st March, 2014 for a period of more than six months from the date
they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty and Cess which have not been deposited as on
31st March, 2014 on account of disputes are given below:
Name of the Nature of Forum where Period to which Amount
Statute Dues Dispute is the amount involved
pending relates (Rs.in
-lakhs)
Sales Tax Acts Sales Tax Deputy 1995-96, 34.43
of verous Dues Commissioner 2000-01 to previous
States and Assistant 2003-04,
Commissioner and 2005-06 to year
and other 39.82
Appellate 2007-08
authorities
Central Sales CST Dues Deputy 1995-96, 559.91
Tax Act,1956 Commissioner 2000-01 to (Previous
and CTO of
various
states High and 2005-06 to year
Court 2011-12 260.68)
(xi) The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
financial year.
(xii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks.
(xiii) According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
and financial institutions.
(xiv) ln our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained.
(xv) In our opinion and 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, prima
fade, not been used during the year for long-term investment.
(xvi) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No.008072S)
Bhavani Balasubramanian
Place : Chennai Partner
Date : May 29, 2014. (Membership No. 22156)
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of BEARDSELL
LIMITED ("the Company"), which comprise the Balance Sheet as at 31
March 2013, the Statement of Profit and Loss and 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 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 referred to in Section 21 1
(3C) of the Companies Act, 1956 ("the Act") and in accordance with the
accounting principles generally accepted in India. 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.
Auditors'' 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 the 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 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 the Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the 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 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:
(a) in the case of the Balance Sheet, of the state of affairs ofthe
Company as at 31 March, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
(c) in the cuse of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.
2. 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 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 Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
referred to in Section 21 1 (3C) of the Act.
(e) On the basis of the written representations received from the
directors as on 31 March, 201 3 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March, 2013
from being appointed as a director in terms of Section 274(1) (g) of
the Act.
(Referred to in paragraph 1 under ''Report on Other Legal and
Regulatory Requirements'' section of our report of even date)
(i) Having regard to the nature of the Company''s
business/activities/results during the year, clauses
4(x),4(xii),4(xiii),4(xiv),4(xv),4(xviii),4(xix) and 4(xx) of paragraph
4 of the order are not applicable.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) Some of the fixed assets were physically verified during the year
by the Management in accordance with a regular programme of
verification which, in our opinion, provides for physical verification
of all the fixed assets at reasonable intervals. According to the
information and explanation given to us, no material discrepancies were
noticed on such verification.
(c) The fixed assets disposed off dun''ng the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956.
(v) 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
purchase of the inventory and fixed assets and for the sale of goods
and services and during the course of our audit we have not observed
any continuing failure to correct majorweaknesses in such internal
control system.
(vi) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1 956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contract or arrangements referred to in Section
301 that needed to be entered in the Register maintained underthesaid
Section have been so entered.
(b) Where each of such transaction is in excess of Rs. 5 lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevanttime.
(vii) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A ,58AA or any other relevant provisions of the Companies Act, 1 956
and the Companies (Acceptance of Deposits) Rules, 1975 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 the National Company Law Tribunal or the Reserve Bank of India
or any Court or any other Tribunal.
(viii) In our opinion the Company has an adequate internal audit system
commensurate with the size and nature of its business.
(ix) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 201
1, prescribed by the Central Government under Section 209 (1) (d) of
the Companies Act, 1 956 and are of the opinion that, prima facie, the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determining whether they are accurate or complete.
(x) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
material statutory dues applicable to it with the appropriate
authorities.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Investor Education and Protection Fund, Employees'' State
Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty, Cess and other material statutory dues in arrears as
at 31 March 201 3 for a period of more than six months from the date
they became payable.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks.
(xii) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company for the
purposes for which they were obtained.
(xiii)ln our opinion and 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, prima
facie, not been used during the year for long-term investment.
(xiv)To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No.008072S)
Bhavani Balasubramanian
Place : Bengaluru Partner
Date : May 30, 2013. (Membership No. 22156)
Mar 31, 2010
1. We have audited the attached Balance Sheet of BEARDSELL LIMITED
("the Company") as at March 31, 2010, the Profit and Loss Account and
the Cash Flow Statement of the Company for the year ended on that date,
both 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 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 misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the 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 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure reffered to in paragraph 3
above, we report as follows:
(a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(b) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) the balance sheet, the profit and loss account and the cash flow
statement dealt with by this report are in agreement with the books of
account;
(d) in our opinion, the balance sheet, the profit and loss account and
the cash flow statement dealt with by this report are in compliance
with the accounting standards referred to in section 211 (3C) of the
Companies Act, 1 956;
(e) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) in the case of the balance sheet, of the state of affairs of the
Company as at 31 st March, 2010
(ii) in the case of the profit and loss account, of the profit of the
Company for the year ended on that date and
(iii) in the case of the cash flow statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from the
directors as on March 31, 201 0 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 st March, 201
0 from being appointed as a director in terms of Section 274(1 )(g) of
the Companies Act, 1 956.
(Referred to in Paragraph 3 of our report of even date)
(i) Having regard to the nature of the Companys business/activities/
result, clauses (viii), (x), (xii), (xiii), (xiv), (xv), (xviii), (xix)
and (xx) of CARO are not applicable. (ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and
explanation given to us, no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventory:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals.
(b) In our opinion and according to the information and explanation
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties listed in the
Register maintained under section 301 of the Companies Act, 1956.
(v) 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 with regard
to purchases 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 in such internal control system.
(vi) Based on Audit procedures applied by us, and according to the
information and explanations provided by the management, we are of the
opinion that there are no transactions that are needed to be entered in
the register maintained under Section 301 of the Companies Act, 1956.
(vii) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Companies Act,
1956 and the Companies. (Acceptance of Deposits) Rules, 1975 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 the National Company Law Tribunal or the
Reserve Bank of India or any court or any other Tribunal.
(viii) In our opinion, the Company has an adequate internal audit
system commensurate with the size and the nature of its business
(ix) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
dues, including 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
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax,
Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
dues in arrears as at 31st March, 2010 for a period of more than six
months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty and Cess which have not been deposited as on
31st March, 2010 on account of disputes are given below:
Statute. Nature of Forum where Period to which Amount
involved
Dues Dispute is
pending the amount (Rs. in
relates lakhs)
Sales Tax
Act of Sales Tax Deputy Commi
ssioner, 1982-83 to 1985-86,
Various
states Dues Assistant
commissioner 1989-90 to 1995-96, 6.44*
and Appellate
authorities 1997-98, 1998-99, (RY. - 9.29)
2000-01 to 2003-04
Central
Sales Sales Tax Deputy Comm
issioner 1993-94 to 1995-96, 7.60**.
Tax Act Dues and CTO of 1997-98,2000-01, . (PY-7.60)
various states 2001-02,2003-04
* Out of the above, an amount of Rs.3.85 Lakhs (P.Y. - Rs.3.05 Lakhs)
has been deposited with the relevant authorities.
** Out of the above, an amount of Rs.2.65 Lakhs (P.Y. - Rs.2.65 Lakhs)
has been deposited with the relevant authorities.
(x) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks.
(xi) In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
(xii) In our opinion and according to the information and explanations
given to us and on an overall examination of the balance sheet, we
report that funds raised on short-term basis have not been used during
the year for long-term investment.
(xiii)To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no fraud on the
Company has been noticed or reported during the year.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No.008072S)
M. K. Ananthanarayanan
Place : Chennai Partner
Date: August 12, 2010 (Membership No. 19521)
Mar 31, 2000
We have audited the attached Balance Sheet of Beardsell Limited as at
31 st March, 2000 and the Profit and Loss account for the year ended on
that date annexed thereto and report that:
1. As required by the Manufacturing and Other Companies (Auditors
Report) Order, 1988 issued by the Company Law Board in terms of Section
227 (4A) of the Companies Act, 1956, we enclose in the Annexure a
Statement on the matters specified in paragraphs 4 and 5 of the said
order.
2. Further to our Comments in the annexure referred to in paragraph 1
above we state that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
Audit.
b) In our opinion proper books of account as required by Law have been
kept by the Company, so far as appears from our examination of those
books.
c) The Balance Sheet and the Profit and Loss Account referred to in
this report are in agreement with the books of account.
d) In our opinion, the Profit and Loss Account and Balance Sheet
referred to in this report comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Companies Act,
1956 except for accounting of gratuity liability of retrenched
employees on payment basis.
e) In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet and Profit and
Loss Account read together with the schedules, the notes and accounting
policies thereon give the information required by the Companies
Act,1956, in the manner so required, and subject to Notes 2(f) & 2(g)
in Schedule 14 regarding non provision of liability, if any, arising
out of the termination/ retrenchment of the employees of EPS
Velappanchavadi and EPS Thane units respectively as the amounts are not
ascertainable and non provision of gratuity liability of retrenched
employees of EPS Thane aggregating to Rs.30.30 Lakhs which has resulted
in understatement of Loss for the year and Liabilities as at 31st March
2000 by Rs.30.30 Lakhs, give a true and fair view:
i) In so far as it relates to the Balance Sheet, of the State of
affairs of the Company as at 31st March, 2000 and
ii) In so far as it relates to the Profit and Loss Account, of the Loss
of the Company for the year ended on that date.
Annexure to the Auditors Report to the Members
On the Accounts for the year ended 31st March, 2000 (Referred to in
Paragraph 1 of our Report of even date)
1. The Company has maintained proper records showing full particulars
including quantitative details and situation of Fixed Assets. The Fixed
Assets of the Company have been physically verified by the management
during the year, excepting those at the factory at Velappanchavadi
referred to in Note 2(f) in Schedule 14 and no material discrepancies
between the book records and physical inventory have been noticed.
Certificates in confirmation of assets given out on lease and lying
with third parties have been obtained.
2. None of the Fixed Assets has been revalued during the year.
3. The Stock of finished goods, stores and spare parts, raw materials
and packing materials of the Company at all its locations excepting
those held at the factory at Velappanchavadi have been physically
verified by the Management during the year and the frequency of
verification is reasonable. The Company has obtained certificates in
confirmation of stocks lying with third parties as at the year end.
4. The procedures of physical verification of stocks, stores and spare
parts followed by the management are reasonable and generally adequate
in relation to the size of the Company and the nature of its business.
5. The discrepancies noticed on verification between the physical
stocks and book records were not material and have been properly dealt
with in the books of accounts.
6. On the basis of our examination of stock records, we are of the
opinion that the valuation of stocks have been fair and proper in
accordance with the normally accepted accounting principles and is on
the same basis as in the previous year except for inclusion of excise
duty payable on finished goods at the factories to comply with the
Accounting Standard - 2 (Valuation of Inventory) issued by the
Institute of Chartered Accountants of India.
7. The Company has not granted any loans to Companies listed in the
Register maintained under Section 301 of the Companies Act, 1 956. We
are informed that the Company has not taken any loan from Companies as
listed in the Register maintained under Section 301 of the Companies
Act, 1956 and that there are no companies under the same management as
referred to under Section 370(1 B) of the Companies Act, 1956. In
respect of interest free Loan granted to a company the Directors have
extended time for repayment of the loan.
8. Loans and Advances in the nature of loans have been given to
employees who are generally regular in repayment of principal and
interest wherever applicable, as stipulated. We are informed that the
company has adequate amounts payable to former employees whose services
have been terminated for adjustment against the advances due from them,
at the time of final settlement.
9. In our opinion and according to the information and explanations
given to us, there are reasonable internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of raw materials, stores including
components, plant and machinery, equipment and other assets and with
regard to sale of goods.
10. In our opinion and according to the information and explanations
given to us, the Company has sold goods and materials during the year
aggregating to Rs. 50,000/- or more to Companies in which the Directors
are interested as entered in the Register under section 301 of the
Companies Act, 1956 at prices which are primafacie reasonable having
regard to prevailing market prices for similar goods. The Company has
purchased goods, materials and services aggregating to Rs.50,000/- or
more during the year from a Company in which a Director is interested
as entered in the Register maintained under section 301 of the
Companies Act, 1 956 at prices which are primafacie reasonable having
regard to prevailing market prices for such goods.
11. As explained to us, the Company has a regular procedure for the
determination of unserviceable or damaged stocks and stores and
adequate amounts have been written off in respect of such stocks in the
accounts.
12. In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Section 58
A of the Companies Act, 1 956 and the Rules made thereunder, in respect
of the deposits accepted from the public.
13. In our opinion, reasonable records have been maintained by the
Company for the sale and disposal of its realisable scrap. We are
informed that the Company has no realisable by-products.
14. In our opinion and according to the information and explanations
given to us, the Company has an internal audit system, the scope and
the strength of which is being enlarged to make it commensurate with
the size of the Company and nature of its business.
15. The Central Government has not prescribed maintenance of cost
records under Section 209(1 )(d) of the Companies Act, 1 956, for the
products manufactured by the Company.
16. According to the information given to us no undisputed amounts
payable in respect of Income Tax, Sales Tax, Customs Duty and Excise
Duty were outstanding as at 31st March, 2000 for a period of more than
six months from the date they became payable.
17. According to the records maintained by the Company, the Company has
been generally regular in depositing Provident Fund and Employees State
Insurance dues with the appropriate authorities.
18. According to the information and explanations given to us, no
personal expenses of Employees or Directors have been charged to
revenue account other than those payable under contractual obligations
or in accordance with generally accepted business practices.
19. The Company is not a Sick Industrial Company within the meaning of
Clause (O) of Sub-Section 1 of Section 3 of the Sick Industrial
Companies (Special Provisions) Act, 1985.
20. As explained to us, in respect of the trading stocks of the
Company, adequate provision has been made for reduction in value of
damaged goods.
21. In the case of Companys service activities, we further report
that the Company has a reasonable system of recording receipts, issues
and consumption of materials and stores with a reasonable system of
authorisation at proper levels with necessary control, commensurate
with the size of the Company and nature of its business. The system
provides for the compilation of materials and labour consumed on each
job. In respect of its consultancy service division, no allocation of
materials (as this does not arise) and manhours consumed to the
relative job is made.
For FRASER & ROSS
N. SETHURAMAN
Chennai Partner
23rd August 2000 Chartered Accountants
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