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Andrew Yule & Company Ltd.

BSE: 526173 Sector: Others
NSE: ANDREWYULE ISIN Code: INE449C01025
BSE LIVE 15:43 | 06 Dec 23.30 -0.25
(-1.06%)
OPEN

22.50

HIGH

23.75

LOW

22.50

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 22.50
PREVIOUS CLOSE 23.55
VOLUME 107223
52-Week high 33.85
52-Week low 18.15
P/E 29.49
Mkt Cap.(Rs cr) 806.41
Buy Price 23.35
Buy Qty 584.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.50
CLOSE 23.55
VOLUME 107223
52-Week high 33.85
52-Week low 18.15
P/E 29.49
Mkt Cap.(Rs cr) 806.41
Buy Price 23.35
Buy Qty 584.00
Sell Price 0.00
Sell Qty 0.00

Andrew Yule & Company Ltd. (ANDREWYULE) - Auditors Report

Company auditors report

To the Members of Andrew Yule & Company Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Andrew Yule &Company Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2016 the Statement of Profit and Loss and Cash Flow Statement for the year thenended and a summary of 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 Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements to give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting standards and matters which are required to be included in theaudit report.

We conducted our audit in accordance with the Standards on Auditing as specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on the

auditor's judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company's preparation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

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

Basis for Qualified Opinion

No provision has been made in the financial statements for diminution in the value ofnon current investments amounting to '543.24 lakh [Refer Note 10.08].

Had the observation been considered Profit for the year before provision of taxeswould have been '384.12 lakh as against the reported profit of '927.36 lakh Reserves andSurplus would have been '12597.11 lakh as against the reported Reserves and Surplus of'13140.35 lakh and value of Non-Current Investments would have been '322.03 lakh asagainst the reported figure of '865.27 lakh.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the matter described in the Basis for Qualified Opinion paragraphthe aforesaid standalone financial statements give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2016 and its profit and its cash flows for the year then ended.

Other Matters

[1] Note No.10.03 regarding sanctioned rehabilitation scheme vide Board for Industrialand Financial Reconstruction (BIFR) Order dated October 30 2007. The rehabilitationschedule of the Company with cutoff date 31st March 2006 is in process ofimplementation.

[2] Note No.10.03[a](i)&(iii) regarding further financial restructuring packagesanctioned by Government of India and later approved by Board for Industrial and FinancialReconstruction (BIFR) vide Order No. 501/2003 dated 15.07.2013 for the reasons statedthere in.

[3] Note No.10.09 regarding Balances of Trade Receivables Deposits and Advances to theparties and Non-Current Assets Trade Payables and other liabilities which are subject toconfirmation.^ absence of confirmations from the parties we are unable to verify adequacyof the provision made for Bad & Doubtful Debts. Necessary adjustment if required willbe made in the standalone Financial Statement on receipts of confirmation of the parties

Our opinion is not qualified in respect of these matters.

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 ofthe Act and on the basis of such checks of the books and records of the Company asconsidered appropriate and as per information and explanations given to us we give in theAnnexure-A 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 except for the matters described in the Basis forQualified Opinion paragraph all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit;

[b] except for the matters described in the Basis for Qualified Opinion paragraph abovein our opinion proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books;

[c] the Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

[d] except for the effects of the matter described in the Basis for Qualified Opinionparagraph in our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

[e] the matter described in the Basis for Qualified Opinion paragraph above in ouropinion has an adverse effect on the profit of the Company.

[f] on the basis of the written representations received from the directors as on 31stMarch 2016 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164 (2) of the Act;

[g] with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure-C; and

[h] with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

[i] the Company has disclosed its pending litigations on its financial position in itsstandalone financial statements. Refer Note 10.02 to the standalone financial statements.

[ii] the Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses and

[iii] there were no amounts due which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

[3] As required by section 143(5) of the Act the directions and sub-directions issuedby the Controller & Auditor General of India we give our comments action taken andinspect on the financial statement in Annexure-B annexed herewith.

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No.311017E
(V. K. SINGHI)
Place : Kolkata. Partner.
Date : 30th May2016 Membership No.050051

ANNEXURE-A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph-1 on other Legal and Regulatory Requirements of our Report ofeven date to the members of ANDREW YULE & COMPANY LIMITED on the standalone FinancialStatements of the Company for the year ended 31st March 2016)

[i] [a] The Company is maintaining proper records showing full particulars includingquantitative details and situation of its Fixed Assets.

[b] As explained to us Fixed Assets have been physically verified by the management atregular intervals and as informed to us no material discrepancy were noticed on suchverification.

[c] As per records of the Company and according to the information and explanationsgiven to us the Title Deeds of immovable properties are held in the name of the Company.

[ii] According to the information and explanations given to us the inventories havebeen physically verified during the year at reasonable intervals by the management. Thediscrepancies noticed on verification between the physical inventories and book recordswere not material in relation to the operations of the Company and the same have beenproperly dealt with in the books of account.

[iii] [a] According to the information and explanations given to us the Company hasnot granted any loans secured or unsecured during the year (excluding outstandingunsecured loans to its fully owned Subsidiary Companies viz. Yule Electrical limited('2.51 lakh) and Yule Engineering Limited ('12.18 lakh) as on 31.03.2016 to CompaniesFirms or other parties covered in the register maintained under Section 189 of the Act.

[b] No interest is being charged on the above loan. Yule Electrical Ltd. and YuleEngineering Ltd. do not have any transactions with respect to above mentioned loans andthese Companies were formed as per BIFR Order. There are no schedules as regards torepayments of Principal amount and therefore we are not in a position to make any commentsas to whether or not the Company was regular in receipt of principal amount.

[c] In view of our comments in Para (a) and (b) above we are not in a position to makeany comment as to whether or not there were any overdue amounts and whether any reasonablesteps have been taken by the Company for recovery of the principal amount.

[iv] According to the information and explanations given to us the Company hascomplied with the provisions of sections 185 and I86 of the Act in respect of loans andinvestments made and guarantees given by it.

[v] According to the information and explanations given to us the Company has notaccepted any deposits from the public during the year within the meaning of sections 73 to76 or any other relevant provisions of the Act and the rules framed there under to theextent notified.

[vi] We have broadly reviewed the cost records maintained by the Company relating toall products of the Company. However we have not made a detailed examination of therecords with a view to determine whether they are accurate or complete.

[vii] [a] As per records of the Company and according to the information andexplanations given to us the Company is generally regular in depositing undisputedapplicable statutory dues including Provident Fund Employees' State Insurance IncomeTax Sales TaxService TaxCustom Duty Value Added Tax Cess and any other statutory duesto the appropriate authorities and there are no undisputed amount payable in respect ofthe same which were in arrears as on 31st March 2016 for a period of more than six monthsfrom the date the same became payable.

[b] According to the information and explanation given to us the Company has notdeposited the following dues on account of disputes with the appropriate authority :

Name of Statute Nature of Dues Amount [' lac] Period to which amount relates Forum where the dispute is pending
Income Tax Income Tax (Penalty) 12.85 1988-89 & 2004-05 C.I.T. (Appeal) (IV)
Act. Income Tax 472.19 2009-10 to 2012-13 C.I.T. (Appeal) (IV)
1979-80
1986-87
1988-89
2001-02 West Bengal
2004-05 Commercial
636.61 2005-06 Tax Appellate &Revisional
2006-07
2007-08 Board.
2008-09
2009-10
2011-12
1973-74
1987-88
1994-95 West Bengal
W.B.Sales Tax and VAT W.B.Sales Tax & VAT 366.79 1997-98 1999-2000 2000-01 Taxation Tribunal
2003-04
1985-86
1987-88
1992-93 Appellate
908.04 1996- 97 1997- 98 Authority Calcutta High
1999-2000 Court
2000-01
2003-04
18.53 2012-13 Special Commissioner
1980-81 Appellate
49.33 1982-83 to 1984-85 Authority SoD
Assam Sales Tax and VAT Assam Gardens 152.93 1996-97 to 1998-99 Appellate Authority Revenue Board
Orissa Sales Tax and VAT Orissa Sales Tax 106.24 1999-2000 Appellate Authority Tribunal at High Court Cuttack
5.64 2001-02 2nd Appellate Authority Berhampore
Central Excise Central Excise 331.98 1996-97 1998-99 Appeal at CESTAT
1992-93
1993-94
1990-91
2001 to 2003 & 2009-10
52.58 1991- 92 1992- 93 Appeal at Calcutta High Court
24.46 1995 to 1997 Commissioner of Central Excise
7.79 1997-99 1993 Commissioner of Appeal
Service Tax Service Tax 12.21 0.25 2006- 07 2007- 08 Appeal at CESTAT
2009- 10 & 2010- 11

[viii] According to the information and explanations given to us and based on ourexamination of the books and records of the

Company we report that the Company has not defaulted in repayment of dues to financialinstitutions and banks. However we cannot comment on the repayment of Sales Tax Loan fromGovernment of West Bengal of '715.20 lakh (inclusive of interest '465.20 lakh) as therepayment schedule of the same has not provided for our verification.

[ix] According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that the term loan has beenapplied for the purpose for which the same was obtained.

[x] According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit. and based on our examination of the books and records of the

Company we report that the Company has paid or provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

[xii] According to the information and explanations given to us the Company is not aNidhi Company accordingly Clause 3 (xii) of the Order is not applicable.

[xiii] According to the information and explanations given to us and based on ourexamination of the books and records of the

Company we report that transactions with the related parties are in compliance withsections 177 and 188 of the Act where applicable and details of such transactions havebeen disclosed in the standalone financial statements as required by the applicableaccounting standards.

[xiv] According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that the Company has notmade any preferential allotment/ private placement of shares or fully or partlyconvertible debentures during the year. Accordingly Clause 3 (xiv) of the Order is notapplicable.

[xv] According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that the Company has notentered into any non-cash transactions with directors or persons connected with him duringthe year. Accordingly Clause 3 (xv) of the Order is not applicable.

[xvi] The Company is not required to be registered under section 45-1A of the ReserveBank of India Act 1934.

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No.311017E
(V. K. SINGHI)
Place : Kolkata. Partner.
Date : 30th May 2016 Membership No.050051

Annexure-B to the Independent Auditor's Report

Directions under section 143(5) of the Companies Act 2013 on the basis of our audit ofthe financial statements of Andrew Yule & Company Limited for the financial year2015-16 we give below our answer to the questions and information asked for in the abovementioned Directions.

Directions Our Answer
Please report whether there are any cases of waiver/write off of debts/loan/interest etc. If yes the reason there for and the amount involved. No debts/loan/interest have been written off in the year ended 31st March 2016.
Whether proper records are maintained for inventories lying with third parties and assets received as gift from Government or other authorities. On the basis of our examination of inventory records in our opinion proper records are maintained for inventories lying with third parties.
According to the information and explanations given to us no assets have been received as gift from Government or other authorities.
Whether the company has clear title/lease deeds for freehold and leasehold respectivelyRs If not please state the area of freehold and leasehold land for which title/lease deeds are not available. Yes the Company has clear title/lease deeds.

 

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No.311017E
(V. K. SINGHI)
Place : Kolkata. Partner.
Date : 30th May 2016 Membership No.050051

Annexure - C to the Independent Auditor's Report

(Referred to in paragraph-2(f) on Other Legal and Regulatory Requirements of our Reportof even date to the members of Andrew Yule and Co. Ltd. on the standalone FinancialStatements of the Company for the year ended 31st March 2016)

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

We have audited the internal financial controls over financial reporting of Andrew Yuleand Company Ltd ("the Company") as of 31st March 2016 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

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 ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

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 on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe 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 judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2016 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 V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No.311017E
(V. K. SINGHI)
Place : Kolkata. Partner.
Date : 30th May 2016 Membership No.050051

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