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Andrew Yule & Company Ltd.

BSE: 526173 Sector: Others
NSE: ANDREWYULE ISIN Code: INE449C01025
BSE 00:00 | 18 May 25.45 -0.20
(-0.78%)
OPEN

25.75

HIGH

26.20

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25.30

NSE 05:30 | 01 Jan Andrew Yule & Company Ltd
OPEN 25.75
PREVIOUS CLOSE 25.65
VOLUME 89839
52-Week high 46.85
52-Week low 23.55
P/E 41.05
Mkt Cap.(Rs cr) 1,244
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.75
CLOSE 25.65
VOLUME 89839
52-Week high 46.85
52-Week low 23.55
P/E 41.05
Mkt Cap.(Rs cr) 1,244
Buy Price 0.00
Buy Qty 0.00
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 ofAndrew Yule & Company Limited ("the Company") which comprise the BalanceSheet as at 31st March 2017 the

Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation and presentation of these standalone financial statements to give a trueand fair view of the financial position financial performance and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read with Rule7 of the

Companies (Accounts) Rules 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; 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

Our responsibility is to express an opinion on these standalonefinancial statements based on our audit.

We have taken into account the provisions of the Act and the

Rules made thereunder including the accounting standards and matterswhich are required to be included in the Audit Report.

We conducted our audit in accordance with the Standards on Auditing asspecified under Section 143(10) of the Act and other applicable authoritativepronouncements issued by the Institute of Chartered Accountants of India. Those Standardsand pronouncements require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the financial statements. The procedures selecteddepend on auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial control relevant to theCompany's preparation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors as well as evaluatingthe overall presentation of the financial statements. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe financial statements.

Basis for Qualified Opinion

No provision has been made in the financial statements for diminutionin the value ofnon current investments amounting to Rs543.24 lakh (Refer Note 10.08)

Had the observation been considered Profit for the year beforeprovision of taxes would have been Rs2848.44 lakh as against the reported profitofRs3391.68 lakh Reserves and Surplus would have been Rs7735.90 lakh as against thereported Reserves and Surplus of Rs8279.14 lakh and value of Non-Current Investments wouldhave been Rs317.18 lakh as against the reported figure of

Rs860.42 lakh.

Qualified Opinion

In our opinion and to the best of our information and according to theexplanations given to us except for the matter described in the Basis for QualifiedOpinion paragraph the aforesaid standalone financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2017 and its profit and its cash flows for the year then ended

Other Matters

[1] Note No.10.03 regarding sanctioned rehabilitation scheme vide Boardfor Industrial and Financial Reconstruction (BIFR) Order dated October 30 2007.

The rehabilitation schedule of the Company with cutoff date 31stMarch 2006 is in process of implementation.

[2] Note No.10.09 regarding Balances of Trade Receivables Deposits andAdvances to the parties Non-Current Assets Trade Payables and Other Liabilities whichare subject to confirmation. In absence of confirmations from the parties we are unable toverify adequacy of the provisions made for Bad & Doubtful Debts. Necessary adjustmentif required will be made in the Standalone Financial Statements on receipt ofconfirmation of the parties.

[3] Note No.10.27 regarding Balances of Security Deposits and EarnestMoney deposits which are under reconciliation. [4] Note No.10.28 regarding Balances ofRelated Parties which are subject to reconciliation.

Our opinion is not modified 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 of the Act and on the basis of such checks of the books and records ofthe Company as considered appropriate and as per information and explanations given to uswe give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

[2] As required by section 143(3) of the Act we report that : [a] wehave sought and obtained except for the matters described in the Basis for Qualified

Opinion paragraph above the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit;

[b] except for the matters described in the Basis for Qualified Opinionparagraph above in our opinion proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books; [c] the BalanceSheet the Statement of Profit and Loss and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account; [d] except for the effects of thematter described in the Basis for Qualified Opinion paragraph above in our opinion theaforesaid standalone financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts)

Rules 2014;

[e] the matter described in the Basis for Qualified

Opinion paragraph above in our opinion has an adverse effect on theprofit of the Company;

[f] on the basis of the written representations received from thedirectors as on 31st March 2017 and taken on record by the Board of

Directors none of the directors is disqualified as on 31st March 2017from being appointed as a director in terms of Section 164 (2) of the Act;

[g] with respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in

Annexure-C; and

[h] with respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our knowledge and belief and according tothe information and explanations given to us : [i] the Company has disclosed its pendinglitigations on its financial position in its standalone financial statements.

Refer Note No.10.02 to the Standalone Financial Statements.

[ii] the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses [iii] there hasbeen no delay in transferring amounts required to be transferred to the InvestorEducation and Protection Fund by the Company and [iv] the Company has provided requisitedisclosure in its standalone financial statements as to holdings as well as dealings inSpecified Bank Notes during the period from 8th November 2016 to 30th December 2016.However in the absence of denomination wise records of specified bank notes we areunable to comment whether these are in accordance with the books of account maintained bythe Company.

[3] As required by section 143(5) of the Act the directions andsub-directions issued by the Comptroller & Auditor General of India we give ourcomments action taken and impact on the standalone financial statements in

Annexure-B annexed herewith.

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No. 311017E
(V.K.SINGHI)
Place : Kolkata Partner
Date : 30th May 2017 Membership No. 050051

ANNEXURE-A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph-1 on Other Legal and Regulatory Requirementsof our Report of even date to the members of Andrew Yule & Company Limited on theStandalone Financial Statements of the Company for the year ended 31st March 2017)

[i] [a] The Company is maintaining proper records showing fullparticulars including quantitative details and situation of its Fixed Assets.

[b] As explained to us Fixed Assets have been physically verified bythe management at regular intervals and as informed to us no material discrepancies werenoticed on such verification

[c] As per records of the Company and according to the information andexplanations given to us the Title Deeds of immovable properties are held in the name ofthe Company except two properties situated at Kolkata the title deeds of which have beenlost and a General Diary has been lodged by the Company with Burrabazar Police Station on25th May 2017. [ii] According to the information and explanations given to us theinventories have been physically verifiedduring the year at reasonable intervals by themanagement. The discrepancies noticed on verification between the inventories and bookrecords were not material in relation to the operations of the Company and the same havebeen properly dealt with in the books of account. [iii] [a] According to the informationand explanations given to us the Company has not granted any loan secured or unsecuredduring the year [excluding outstanding unsecured loans to its Wholly owned subsidiaryCompanies viz Yule Electrical Limited (Rs2.71 lakh) Hooghly Printing Company

Limited (Rs82.00 lakh) and Yule Engineering Limited (Rs12.34 lakh) ason 31.03.2017] to companies firms Limited Liability Partnership or other parties coveredin theregister maintained under Section 189 of the Act.

[b] No interest is being charged on the above loan except on loan givento Hoogly Printing Company Limited. Yule Electrical Limited and Yule Engineering Limiteddo not have any transactions with respect to the above mentioned loans and these Companieswere formed as per BIFR Order. There are no schedules as regards to repayments ofPrincipal amount and interest thereon and therefore we are not in a position to make anycomments as to whether or not the Company was regular in receipt of principal amount andinterest.

[c] In view of our comments in Para [a] and [b] above we are not in aposition to make any comments as to whether or not there were any overdue amounts andwhether any reasonable steps have beentaken by the Company for recovery of the principalamount.

[iv] According to the information and explanations given to us theCompany has complied with the provisions of sections 185 and I86 of the Act in respect ofloans and investments made and guarantees given by it. [v] According to the informationand explanations given to us the Company has not accepted any deposits from the publicduring the year within the meaning of sections 73 to 76 or any other relevant provisionsof the Act and the rules framed there under to the extent notified [vi] We have broadlyreviewed the cost records maintained by the Company relating to all products of theCompany. However we have not made a detailed examination of the records with a view todetermine whether they are accurate or complete.

[vii] [a] As per records of the Company and according to theinformation and explanations given to us the Company is generally regular in depositingundisputed applicable statutory dues including Provident Fund Employees' StateInsurance Excise Duty Income Tax Sales Tax Service Tax Custom Duty Value Added TaxCess and any other statutory dues to the appropriate authorities and there are noundisputed amount payable in respect of the same which were in arrears as on 31st March2017 for a period of more than six months from the date the same became payable.

[b] According to the information and explanations given to us theCompany has not deposited the following dues on account of disputes with the appropriateauthority :

Name of Statute Nature of Dues Period to Amount which amount relates Forum where the dispute is pending
[Rs lakh]
Income Tax 8.20 1988-89 C.I.T. (Appeal)(20)
Income (Penalty) 4.65 2004-05 C.I.T. (Appeal)(20)
Tax Act. 2206.35 2010-11 ITAT – Cal
Income Tax
84.23 2012-13 C.I.T. (Appeal)(2)
1979-80
1986-87
1988-89
2001-02 West Bengal
2004-05 Commercial
585.97
2005-06 Tax Appellate & Revisional Board.
2006-07
2007-08
2009-10
2011-12
1973-74
1987-88
1994-95
West Bengal
366.79 1997-98
Taxation Tribunal.
W.B.Sales 1999-00
W.B.Sales 2000-01
Tax and
Tax & VAT 2003-04
VAT
1985-86
1987-88
1992-93
Appellate
1996-97
908.04 Authority Calcutta
1997-98
High Court
1999-00
2000-01
2003-04
Special
18.53 2012-13
Commissioner
1980-81
1982-83 Appellate
49.33
1983-84 Authority SoD
1984-85
Assam Appellate
Sales Tax
Sales Tax 152.93 1996-97 to Authority
and Vat 1998-99
and VAT Revenue Board.
Appellate
Authority
106.24 1999-2000
Orissa Tribunal at High
Sales Tax Sales Tax Court Cuttack.
and VAT 2nd Appellate
5.64 2001-02 Authority
Berhampore
1996-97
1998-99
1992-93
Appeal at
331.98 1993-94
CESTAT.
1990-91
Central Central 2001 to 2003
Excise Excise 2009-10
52.58 1991-92 Appeal at Cal- cutta High Court
1992-93
1995 to 1997
Commissioner of
25.81 2012-13
Central Excise
2013-14
2006-07
2007-08
Service 2009-10 Appeal at
Service Tax 13.91
Tax 2010-11 CESTAT.
2006-07
2007-08

viii. According to the information and explanations given to us andbased on our examination of the books and records of the Company we report thattheCompany has not defaulted in repayment of dues to financial institutions and banks.However we cannot comment the repayment of Sales Tax Loan from Government of West Bengalof Rs748.58 lakh (inclusive of interest Rs367.16 lakh) as the repayment schedule of thesame hasnot been provided for our verification ix. According to the information andexplanations given to us and based on our examination of the books and records of theCompany we report that the term loan has been applied for the purpose for which the samewas obtained.

x. According to the information and explanations given to us nomaterial fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the course of our audit. xi. According to the information andexplanations given to us and based on our examination of the books and records of theCompany 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 tous the Company is not a Nidhi Company Accordingly clause 3 (xii) of the Order is notapplicable. xiii. According to the information and explanations given to us and based onour examination of the books and records of the Company we report that transactions withthe related parties are in compliance with sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the standalonefinancial statements as required by the applicable accounting standards. xiv. According tothe information and explanations given to us and based on our examination of the books andrecords of the Company we report that the Company has not made any preferentialallotment/ private placement of shares or fully or partly convertible debentures duringthe year except shares allotted to the Government of India and Bank of Baroda onConversion of their loans in the Equity Shares .Accordingly Clause 3 (xiv) of the Orderis not applicable. xv. According to the information and explanations given to us and basedon our examination of the books and records of the Company we report that the Company hasnot entered into any non-cash transactions with directors or persons connected with himduring the year. Accordingly Clause 3 (xv) of the Order is not applicable. xvi. TheCompany is not required to be registered under section 45-1A of the Reserve Bank of IndiaAct 1934.

. For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No. 311017E
(V. K. SINGHI)
Place : Kolkata Partner
Date : 30th May 2017 Membership No. 050051

Annexure - B to the Independent Auditor's Report

Directions under section 143(5) of the Companies Act 2013 on the basisof our audit of the

Standalone financial statements of give below our answer to thequestions and information asked for in the above mentioned Directions.

Directions Our Answer
[1] Whether the company has clear title/lease deeds for freehold and leasehold respectively? 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 except for two properties at Kolkata the title deeds of which have been lost and a General Diary has been lodged by the Company with Burrabazar Police Station on 25th May 2017 in this respect..
[2] 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 2017.
[3] Whether proper records are maintained for inventories lying with third parties & 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.

 

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No.311017E
(V. K. SINGHI)
Place : Kolkata Partner
Date : 30th May 2017 Membership No.050051

Annexure - C to the Independent Auditor's Report

(Referred to in paragraph-2(g) on Other Legal and RegulatoryRequirements of our Report of even date to the members of Andrew Yule and Co. Ltd. on theStandalone Financial Statements of the

Company for the year ended 31st March 2017)

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Andrew Yule and Company Ltd ("the Company") as of 31st March 2017in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit of

Internal Financial Controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform theaudit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasand maintained and if such controls operated respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatementof the financial statements whether due to fraud or error. We believe that the auditevidence we have obtained is sufficient appropriate to provide a basis for our auditopinion on the Company's internal financial controls system over

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial 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 reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could havea material effect on the financial statements

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to futureperiodsare subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at 31stMarch 2017 based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No.311017E
(V. K. SINGHI)
Place : Kolkata Partner
Date : 30th May 2017 Membership No.050051