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Apcotex Industries Ltd.

BSE: 523694 Sector: Others
NSE: APCOTEXIND ISIN Code: INE116A01024
BSE LIVE 15:40 | 25 Sep 439.85 22.40
(5.37%)
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412.00

HIGH

464.75

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402.85

NSE 15:58 | 25 Sep 442.55 26.10
(6.27%)
OPEN

420.50

HIGH

468.90

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403.00

OPEN 412.00
PREVIOUS CLOSE 417.45
VOLUME 8400
52-Week high 464.90
52-Week low 282.00
P/E 24.31
Mkt Cap.(Rs cr) 912
Buy Price 0.00
Buy Qty 0.00
Sell Price 439.85
Sell Qty 154.00
OPEN 412.00
CLOSE 417.45
VOLUME 8400
52-Week high 464.90
52-Week low 282.00
P/E 24.31
Mkt Cap.(Rs cr) 912
Buy Price 0.00
Buy Qty 0.00
Sell Price 439.85
Sell Qty 154.00

Apcotex Industries Ltd. (APCOTEXIND) - Auditors Report

Company auditors report

TO THE MEMBERS OF APCOTEX INDUSTRIES LIMITED.

Report on the Financial Statements

We have audited the accompanying financial statements of APCOTEX INDUSTRIES LIMITED ("theCompany") which comprises the Balance Sheet as at March 31 2017 the Statement ofProfit and Loss the Cash Flow Statement for the year then ended and a summary ofsignificant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in Section 134(5)of the Companies Act 2013 ("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provision of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

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 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.

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.

An audit involves performing procedures to obtain audit evidence about the amounts andthe 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 the 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.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the 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 March31 2017 and its profit and its cash flows for the year ended on that date.

Emphasis of matter

Note 43 to the financial Statement on October 27 2016 the Honorable High Court ofJudicature at Bombay has approved a scheme of amalgamation of Apcotex Solutions IndiaPrivate Limited (ASIPL) the wholly owned subsidiary company with the Company with effectfrom March 31 2016. As per the scheme of Amalgamation the Company shall account foramalgamation of ASIPL in its books of accounts with effect from the appointed date (i.e.March 31 2016) as per the "Purchase Method" as prescribed in AccountingStandard-14 "Accounting for Amalgamation" issued by the Institute of CharteredAccountants of India.

Accordingly all the assets and liabilities being the net assets excluding reserves ofASIPL have been recorded by the Company at their respective fair values as decided by theBoard of Directors of the Company as on March 312016 and the Investment held by theCompany in Apcotex Solutions India Private Limited amounting to Rs. 3016.50 lakh standscancelled and excess of net assets of ASIPL amounting to Rs. 7402.48 lakh has beenrecorded as Capital Reserve.

Our opinion is not qualified in respect of this matter.

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 we give in the "Annexure A" a statement on the mattersspecified in the paragraph 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 bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 March31 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2017 from being appointed as a director in terms of Section164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness o f su ch controls refer to ourseparate report in "Annexure B"; and

g) 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 the impact of pending litigations on its financialposition in its financial statements - Refer Note 26 to the financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on longterm contract includingderivative contracts.

iii. There are no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management - Refer Note 42 to thefinancial statements.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Reg.No. 104607W/W100166

Ermin K. Irani

Partner

Membership No.: 35646

Place: Mumbai

Dated: May 05 2017

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in in Para 1 'Report on Other Legal and Regulatory Requirements' in ourIndependent Auditors' Report to the members of the Company on the financial statements forthe year ended March 31 2017.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor'sReport) Order 2016:

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

(b) As explained to us the Company has a programme for physical verification of fixedassets at periodic intervals. In our opinion the period of verification is reasonablehaving regard to the size of the company and nature of its assets. The discrepanciesreported on such verification were not material and have been properly dealt with in thebooks of account.

(c) According to the information and explanations given to us and on the basis ofexamination of the records of the company the title deeds of immovable properties areheld in the name of the Company except:

Sr. No. Total No. of Cases Type of Assets Gross Block as at March 31 2017(Amt (Rs.)) Net Block as at March 31 2017 (Amt (Rs.)) Remarks
1 1 Lease Hold Land 39493120 35439084 The Company is in the process of transferring the title deeds.
2 2 Lease Hold Land 21193800 18918025 It is in the name of erstwhile company i.e. Eliokem India Private Limited. The Company is in the process of transferring the title deeds.
3 1 Buildings 6079825 4519599 It is in the name of erstwhile company i.e. Eliokem India Private Limited. The Company is in the process of transferring the title deeds.

ii. In our opinion and according to the information and explanations given to usphysical verification of inventory has been conducted at reasonable intervals by themanagement and no material discrepancies were noticed on physical verification and thesame have been properly dealt with in the books of account.

iii. The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained undersection 189 of the Act. Therefore the provisions of sub-clause (a) (b) and (c) ofparagraph 3(iii) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us theCompany has not advanced any loans to the parties covered under section 185 of the Act.The Company has not given any loans and guarantees but has made investments in thesecurities of other body corporate within the limits specified by section 186 of the Act.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any Deposits from the public and hence the directives issued bythe Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevantprovisions of the Act and the Rules framed thereunder are not applicable.

vi. In our opinion and according to information and explanations given us themaintenance of cost records under sub section (1) of Section 148 of the Act is notapplicable to the Company under the Company (Cost Record and Audit) Rules 2014.

vii. (a) According to the information and explanations given to us and the recordsexamined by us the Company is generally

regular in depositing undisputed statutory dues including Provident Fund Employees'State Insurance Income Tax Sales Tax Service Tax Duty of Customs Duty of ExciseValue Added Tax Cess and other material statutory dues with the appropriate authorities.According to the information and explanations given to us there are no arrears ofoutstanding statutory dues in respect of above as on the last day of the financial yearfor a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and the records examinedby us there are no material dues of Income Tax Sales Tax Service Tax Duty of CustomsDuty of Excise and Value added tax outstanding on account of any dispute except:

Sr. No. Name of the Statute Nature of Dues Amount (Rs. In lakh) Period to which the amount relates Forum where dispute is pending
1 Income Tax Act 1961 Income Tax 3.75 2002-03 Commissioner of Income Tax (appeals)
2 Income Tax Act 1961 Income Tax 8.00 2007-08 Commissioner of Income Tax (appeals
3 Income Tax Act 1961 Income Tax 189.78 2009-10 Income Tax Appellant Tribunal
4 Income Tax Act 1961 Income Tax 147.06 2010-11 Commissioner of Income Tax (appeals)
5 Income Tax Act 1961 Income Tax 455.39 2011-12 Commissioner of Income Tax (appeals)
7 Income Tax Act 1961 Income Tax 94.24 2012-13 Commissioner of Income Tax (appeals)
8 Income Tax Act 1961 Income Tax 23.75 2013-14 Commissioner of Income Tax (appeals)
9 Customs Act Customs Duty 284.18 August 2000 to July 2004 Supreme Court of India
10 Central Excise Act & Service Tax Excise Duty 1.59 2009-10 to 2011-12 Deputy Commissioner Central Excise and Service Tax
11 Central Excise Act & Service Tax Service Tax 0.13 2007-08 The Customs Excise and Service Tax Appellate Tribunal
12 Central Excise Act & Service Tax Service Tax 11.24 2005-06 to 2009-10 The Customs Excise and Service Tax Appellate Tribunal
13 Central Excise Act & Service Tax Service Tax 81.80 2010-11 to 2014-15 The Customs Excise and Service Tax Appellate Tribunal
14 Central Excise Act and Service Tax Service Tax 17.50 Nov 2013- Nov 2014 Commissioner of Central Excise and Service Tax ( Appeals)
15 Central Excise Act & Service Tax Service Tax 8.70 April 2015 to December 2015 Commissioner of Central Excise and Service Tax ( Appeals)
16 Central Excise Act and Service Tax Service Tax 164.95 September 2012-Jan 2016 Additional Commissioner of Central Excise and Customs
17 Maharashtra Value Added Tax Act Value Added Tax 1.70 2006-07 Bombay High Court
18 Maharashtra Value Added Tax Act Value Added Tax 73.49 2007-08 to 2011-12 Joint Commissioner of Sale Tax( Appeals)

viii. According to information and explanation given to us and based on examination ofthe records the Company has not defaulted in repayment of loans or borrowings to bank.The Company does not have any dues to financial institution government or debentureholders.

ix. The Company has not raised money through initial public offer or further publicoffer (including debt instruments). In our opinion and according to the information andexplanations given to us and based on the documents and records examined by us on anoverall basis the term loans obtained by the Company were applied for the purpose forwhich the loans were obtained.

x. During the course of our examination of the books of account and records of theCompany and according to the information and explanation given to us and representationsmade by the Management no material fraud by or on the Company by its officers oremployees has been noticed or reported during the year.

xi. According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with requisite approvals mandated by the provisions of section197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanation given to us theCompany is not a Nidhi Company. Accordingly provisions of paragraph 3(xii) of the Orderare not applicable.

xiii. According to the information and explanation given to us and based on ourexamination of the records of the Company transactions with related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

xv. According to the information and explanation 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 persons connected with him. Hence the provisions ofSection 192 of the Act are not applicable.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934 hence the provisions of paragraph 3 (xvi) of the Order are notapplicable.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Reg.No. 104607W/W100166

Ermin K. Irani Partner

Membership No.: 35646

Place: Mumbai Dated: May 05 2017

Referred to in Para 2 (f) 'Report on Other Legal and Regulatory Requirements' in ourIndependent Auditor's Report to the members of the Company on the financial statements forthe year ended March 31 2017.

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

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 APCOTEXINDUSTRIES LIMITED ("the Company") as of March 31 2017 in conjunction withour audit of the 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 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding 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

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 Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement 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 thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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

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 March 31 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 KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Reg.No. 104607W/W100166

Ermin K. Irani

Partner

Membership No.: 35646

Place: Mumbai

Dated: May 05 2017