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Agarwal Industrial Corporation Ltd.

BSE: 531921 Sector: Industrials
NSE: AGARIND ISIN Code: INE204E01012
BSE 00:00 | 20 Apr 343.35 -7.90
(-2.25%)
OPEN

343.00

HIGH

345.00

LOW

342.90

NSE 00:00 | 20 Apr 342.00 -3.90
(-1.13%)
OPEN

337.05

HIGH

347.00

LOW

331.20

OPEN 343.00
PREVIOUS CLOSE 351.25
VOLUME 196
52-Week high 792.00
52-Week low 294.50
P/E 30.41
Mkt Cap.(Rs cr) 352
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 343.00
CLOSE 351.25
VOLUME 196
52-Week high 792.00
52-Week low 294.50
P/E 30.41
Mkt Cap.(Rs cr) 352
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Agarwal Industrial Corporation Ltd. (AGARIND) - Auditors Report

Company auditors report

To The Members of Agarwal Industrial Corporation Limited Report on the StandaloneFinancial Statements

1. We have audited the accompanying Standalone financial statements of AgarwalIndustrial Corporation Limited ("the Company") which comprise the BalanceSheet as at March 31 2017 and the Statement of Profit and Loss the Cash Flow Statementfor the year then ended and a summary of significant accounting policies and otherexplanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the

Act") with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act readwith Rule 7 of the

Companies (Accounts) Rules 2014. This responsibility also includes the maintenance ofadequate accounting records in accordance with the provision of the Act for safeguardingthe assets of the Company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st

March 2017 and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

9. 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 ofthe Act and on the basis of such checks of the books and records of the Company as weconsidered appropriate and according to the information and explanations given to us wegive in the

"Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

10. As required by section 143(3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books. c) The Balance Sheetthe Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are inagreement with the books of account. d) In our opinion the aforesaid standalone financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014. e) On the basis of writtenrepresentations received from the directors as on 31st March 2017 taken on record by thedisqualified Board of Directors none of the directors as on 31st March 2017 frombeing appointed as a director in terms of Section 164(2) of the Act. f) With respect tothe adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls refer to our separate report in"Annexure B". g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of Companies (Audit and Auditors) Rules 2014in our opinion and to the best of our information and according to the explanations givento us: i) The Company does not have pending litigations which would impact its financialposition materially. The details of such pending litigations have been disclosed in noteno. 29 to the financial statement; ii) The Company did not have any long-term contractsincluding derivatives contracts for which there were any material foreseeable losses; andiii) There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company. iv) The Company has provided requisite disclosure inthe standalone financial statements as regards its holding as well as dealing in SpecifiedBank Notes as defined in the Notification S.O.3407(E) dated the 8th November

2016 of the Ministry of Finance during the period from 8th November 2016 to 30thDecember 2016. Based on audit procedure and relying on the management representation wereport that the disclosures are in accordance with the books of accounts maintained by theCompany (Refer Note No 39).

For Ladha Singhal & Associates
Chartered Accountants
(Firm Registration No. 120241W)
Ajay Singhal
(Partner)
M. No. 104451
Place: Mumbai
Dated: 30th May 2017

Annexure A to Independent Auditor's Report

Referred to as ‘Annexure A' in paragraph 9 of the Independent Auditors' Report ofeven date to the members of Agarwal Industrial Corporation Limited on thestandalone financial statement for the year ended on 31st March 2017 we report that:

(i) (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the yearunder a regular program of which in our opinion is reasonable having regard to the sizeof the company and the nature of its assets. No discrepancies were noticed on suchverification.

(c) According to the information and the explanation given to us and the recordsexamined by us we report that the title deeds of immovable properties are held in thename of the Company as at the Balance Sheet date.

(ii) As explained to us the inventories were physically verified during the year bythe management at reasonable intervals and no material discrepancies were noticed onphysical verification.

(iii) The Company has granted interest free unsecured loan to one body corporate beingwholly owned subsidiary covered in the register maintained under section 189 of theCompanies Act 2013 (‘the Act'). (a) In respect of aforesaid loan granted the termsand condition under which such loans are granted are not prejudicial to the interest ofthe company.

(b) In respect of aforesaid interest free long term loan granted to wholly ownedsubsidiary by the company there is no schedule of repayment of principle.

(c) There are no overdue amounts for more than ninety days or more in respect of theloan granted to the body corporate listed in the register maintained under section 189 ofthe Act. (iv) In our opinion and according to the information and explanations given tous the Company has complied with the provisions of section 185 and 186 of the Act withrespect to the loans and investments made.

(v) In our opinion and according to the information given to us the company has notaccepted deposits and hence compliance with the directives issued by Reserve Bank ofIndia and the provisions of sections 73 to 76 or any other relevant provisions of the Actand the rules framed there under with regard to the deposits accepted is not applicable.(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant tothe Rules made by the Central Government for the maintenance of cost records under section148(1) of the Act in respect of Company's products/ services and are of the opinion thatprima facie the prescribed accounts and records have been made and maintained. Howeverwe have not made a detailed examination of the records with a view to determine whetherthey are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the company is regular in depositing withappropriate authorities applicable undisputed statutory dues including employee stateinsurance income tax sales tax service tax duty of custom duty of excise value addedtax cess.

(b) According to the information and explanation given to us no undisputed amountspayable in respect of employee state insurance income tax sales tax service tax dutyof custom duty of excise value added tax or cess were in arrears as at 31st March 2017for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us details of employee stateinsurance income tax sales tax service tax duty of custom duty of excise value addedtax or cess which have not been deposited as on 31st March 2017 on account of any disputeare as given below:

Name of Statute Nature of the dues Unpaid disputed Amount (in Lacs) Period for which the amount relates Forum where dispute is pending
The Karnataka Tax on Entry of Goods Act 1979 Tax on Entry of Goods Demand 38.35 April 2010 to March 2011 JCCT Appeal
The Karnataka Tax on Entry of Goods Act 1979 Tax on Entry of Goods 39.75 April 2011 to March 2012 JCCT Appeal
The Karnataka Value Added Tax 2003 Sales Tax Demand 0.97 April 2011 to March 2012 JCCT Appeal
The Central Sales Tax 1956 Sales Tax Demand 0.93 April 2010 to March 2011 JCCT Appeal
The Karnataka Tax on Entry of Goods Act 1979 Tax on Entry of Goods Demand 15.49 April 2012 to March 2016 JCCT Appeal
Custom Act Penalty under the Custom Act 6.48 April 2013 to March 2014 CESAT Appellate Tribunal
The Income Tax Act 1961 Income Tax Demand 20.25 A.Y. 2003-04 Rectification
The Income Tax Act 1961 Income Tax Demand 17.50 A.Y. 2004-05 Rectification
The Income Tax Act 1961 Assessment Dues 17.94 A.Y. 2008-09 Commissioner of Income Tax (Appeal)
The Income Tax Act 1961 Assessment Dues 120.85 A.Y. 2009-10 --do--
The Income Tax Act 1961 Assessment Dues 264.15 A.Y. 2010-11 --do--
The Income Tax Act 1961 Assessment Dues 243.06 A.Y. 2011-12 --do--
The Income Tax Act 1961 Assessment Dues 35.43 A.Y. 2013-14 --do--
The Income Tax Act 1961 Assessment Dues 22.39 A.Y. 2014-15 --do--
Central Excise Act Excise Duty Demand 6.78 April 2007 to March 2011 CESAT Appellate Tribunal
--do-- --do-- 3.02 April 2011 to March 2015 --do—
--do-- Penalty under Central 1.63 April 2011 to March 2015 --do--
Excise
Service Tax Service Tax Demand 12.92 April 2010 to March 2015 Commissioner of Service tax (Appeal)

(viii) In our opinion and according to the information and explanation given to us thecompany has not defaulted in the repayment of loans or borrowings to banks or financialinstitutions. The Company does not have any borrowings from government and has not issuedany debentures.

(ix) The Company has not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) or term loans during the year; hence clause3(ix) of the Companies (Auditors' Report) Order 2016 are not applicable to the Company.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement. (xi) According to the information and explanation give to us and based on ourexamination of the records of the Company the company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with the Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company; hence clause 3(xii) of the Companies (Auditors' Report)Order 2016 is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with the sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required underAccounting Standard (AS) 18 Related Party Disclosure specified under section 133 of theAct read with Rule 7 of the Companies (Accounts) Rule 2014.

(xiv) The Company has during the year made preferential allotment of equity shares byconversion of warrants issued during the previous year and current year after complyingwith the requirements of section 42 of the Companies Act 2013 and the amount raised havebeen used for the purpose for which the funds were raised.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with the directors or the persons connected to its directors; hence clause3(xv) of the Companies (Auditors' Report) Order 2016 is not applicable to the Company.(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bankof India Act 1934.

For Ladha Singhal & Associates
Chartered Accountants
(Firm Registration No. 120241W)
Ajay Singhal
(Partner)
M. No. 104451
Place: Mumbai
Dated: 30th May 2017

Annexure B to Independent Auditor's Report

Referred to as ‘Annexure B' in paragraph 10(f) of the Independent Auditors' Reportof even date to the members of Agarwal Industrial Corporation Limitedon thestandalone financial statement for the year ended on 31st March 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of AgarwalIndustrial Corporation Limited ("the Company") as on 31st March 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear ended and as on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ("the Guidance Note").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls over financial reporting. Those Standards and theGuidance Note require that we comply with the ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion to the best of our information and according to the explanationsgiven to us the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31st March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Ladha Singhal & Associates
Chartered Accountants
(Firm Registration No. 120241W)
Ajay Singhal
(Partner)
M. No. 104451
Place: Mumbai
Dated: 30th May 2017