The Members of B & A LIMITED
Report on the Financial Statements
1. We have audited the accompanying standalone financial statements of B&ALIMITED ("the Company") which comprise the Balance Sheet as at 31st March2017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatory 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 ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
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 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.
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.
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' issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure I hereto a statement onthe matters specified in paragraphs 3 and 4 of the Order.
10. 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 standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;
(e) on the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164 (2) of the Act and
(f) our opinion on whether the Company has adequate internal financial controls systemin place and whether such controls are operating effectively is given in Annexure II tothis report.
11. 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:
(a) the Company has disclosed liabilities of a contingent nature and claims notacknowledged by it (refer Note 27-4) the quantum of which however are in our opinionnot such as would impact the financial position of the Company.
(b) the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses and
(c) there were no amounts at the end of the year which were required to be transferredto the Investor Education and Protection Fund by the Company.
(d) the Company had provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016 and these are in accordance with the books of accountsmaintained by the Company.
Annexure I to Independent Auditor's Report dated 27 May 2017
[ Referred to in paragraph 9 of the Independent Auditors' Report of even date to themembers of B & A Limited on the standalone financial statements as of and for the yearended 31 March 2017 ]
Matters to be included in the Auditors' Report Under Companies (Auditors' Report)Order 2016
(i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of its fixed assets;
(b) these fixed assets have been physically verified by the management at reasonableintervals and as reported to us no material discrepancies were noticed on suchverification and
(c) the title deeds of the immovable properties appearing in the books of the Companyas its assets are held in the Company's name.
(ii) Physical verification of inventories was carried out at reasonable intervals bythe management and discrepancies between physical and book balances which were notmaterial have been properly dealt with in the accounts.
(iii) The company has granted unsecured loan to a company covered in the registermaintained under section 189 of the Companies Act 2013 and (a) the terms and conditionsof the grant of such loan are not prejudicial to the interests of the Company (b) theloan is not due for repayment and as such the question of whether the loan is overduedoes not arise.
(iv) Other than the loan referred to in (iii) above the Company has not given anyloans that attract the provisions of sec. 185 and 186 of the Companies Act 2013; hencethe question of our reporting under this clause does not arise.
(v) The company has not accepted deposits of the nature that attracts the directivesissued by the Reserve Bank of India and the provisions of sections 73 to 76 or any otherrelevant provisions of the Companies Act 2013 and the rules framed thereunder. Hence thequestion of our reporting under this clause does not arise.
(vi) The company has made and maintained the cost records specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.
(vii) (a) The company is regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income-tax sales-tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues to theappropriate authorities;
(b) the Company has disputed the following demands raised by government authorities andhas preferred appeal before the appellate authority established under the respectivetaxing laws:
(i) Rs 1261660 under Central Excise Act 1944
(ii) Rs 18054094 under Assam Agricultural Income Tax Act 1939 (iii) Rs 1529000under Income Tax Act 1961
(viii) The Company has not defaulted on the repayment of its borrowings which havebeen obtained only from banks.
(ix) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments). Moneys raised by way of term loans were appliedfor the purposes for which those were raised.
(x) No fraud by the company or any fraud on the Company by its officers or employeeshas been noticed or reported during the year.
(xi) Managerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct.
(xii) This Company is not a Nidhi Company; hence the question of our reporting underthis clause does not arise.
(xiii) All transactions with the related parties are in compliance with sections 177and 188 of Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements etc. as required by the applicable accounting standards;
(xiv) The company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review; hence thequestion of our reporting under this section does not arise.
(xv) The company has not entered into any non-cash transactions with directors orpersons related to any of them and hence the question of our reporting under this clausedoes not arise.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
Annexure II to Independent Auditors' Report dated 27 May 2017
[Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to themembers of B & A Limited on the standalone financial statements as of and for the yearended 31 March 2017]
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 B&ALimited ("the Company") as of March 31 2017 in conjunction with our auditof 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
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") issued by the Institute of Chartered Accountants of Indiaas well as the Standards on Auditing also issued by ICAI and deemed to be prescribedunder section 143(10) of the Companies Act 2013 to the extent such standards areapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 judgment 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 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.
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 Ghosal Basu & Ray |
| ||Chartered Accountants |
| ||(Firm Regn. No. : 315080E) |
| ||A. Ray |
|Place : Kolkata ||Partner |
|Date : 27th May 2017 ||(Membership No. 52204) |