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B & A Packaging India Ltd.

BSE: 523186 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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B & A Packaging India Ltd. (BAPACKAGING) - Auditors Report

Company auditors report

INDEPENDENT AUDITORS' REPORT

To

The Members of B & A PACKAGING INDIA LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of B & A Packaging IndiaLimited ("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 significant accounting policies and other explanatory information.

Management's Responsibility for the 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 preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting 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 areoperating 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.

Auditors' 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 there under.

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 anddisclosures in the financial statement. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders 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 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 31stMarch 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 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 ofSection 164(2) of the Act.

f) We give in the Annexure a report on the internal financial control in the Company.

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 does not have any pending litigations which would impact its financialposition.

(ii) The Company did not have any long-term contract including derivative contracts forwhich there were any material foreseeable losses.

(iii) There were 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.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Government of India Ministry of Corporate Affairs in terms of sub-section(11) of Section 143 of the Act we give in the Annexure a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

For APS ASSOCIATES
CHARTERED ACCOUNTANTS
(Registration No. 306015E)
(A. Dutta)
Kolkata Partner
Dated : 26th May 2017 Membership No. 017693

Annexure to the Independent Auditors' Report of even date on the Financial Statementsof B & A Packaging India Limited

Statement under Companies (Auditor's Report) Order 2016

1. a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of its fixed assets.

b) The fixed assets are physically verified by the management at reasonable intervals;no material discrepancies were noticed on such verification.

c) The title deeds of immovable properties are held in the name of the Company.

2. During the year inventories were physically verified by the management atreasonable intervals. The discrepancies noticed on physical verification of inventorieswere not material and have been properly dealt with in the books of account.

3. According to the information and explanations given to us and as certified by themanagement the Company has not granted any loan secured or unsecured to companiesfirms limited liability partnerships or other parties covered in the register maintainedunder Section 189 of the Act.

4. According to the information and explanations given to us the Company has neitherany loans or investments nor provided any guarantee or security for loan as per provisionsof Sections 185 and 186 of the Act.

5. The Company has not accepted any deposits within the meaning of Section 73 to 76 ofthe Act and the rules framed there under.

6. Maintenance of cost records has not been specified by the Central Government for anyof products of the Company under Section 148 (1) of the Act.

7. a) According to the records of Company undisputed statutory dues includingprovident fund employees state insurance income tax sales tax service tax customsduty excise duty and value added tax have been regularly deposited with the appropriateauthorities.

b) According to the information and explanations given to us the following are theparticulars of disputed dues on account of income tax sales tax and employees' stateinsurance matters which have not been deposited by the Company :-

Name of the Statute Nature of dues Amount (Rs.) Relevant Period Forum where dispute is pending
Central Sales Sales 333678 2002-2003 Sales Tax Tribunal
Tax Act. Tax Cuttack
Central Sales Sales 358132 2003-2004 Sales Tax Tribunal
Tax Act. Tax Cuttack
Central Sales Sales 94503 2006-2007 Commissioner of
Tax Act. Tax & Sales Tax (Appeal)
2007-2008 Cuttack
Central Sales Sales 218137 2010-2011 Commissioner of
Tax Act. Tax to Sales Tax (Appeal)
2012-2013 Cuttack
Orissa Value VAT 138204 2006-2007 Commissioner of
Added Tax Act & Sales Tax (Appeal)
2007-2008 Cuttack
Employees' State E.S.I. 61398 2002-2003 Employees' State
Insurance Act. Insurance Court
Kolkata
Income Tax Act. Income 35534 2009-2010 Commissioner of
Tax (A.Y.) Income Tax (Appeals)
Bhubaneswar

8. According to the records of the Company and the information and explanations givento us the Company has not defaulted in repayment of dues to its bankers.

9. During the year the Company has not raised any money through public offer.

10. According to the information and explanations given to us and as certified by themanagement no fraud on or by the Company was reported during the year.

11. Managerial Remuneration has been paid/provided in accordance with the provisions ofSection 197 read with Schedule V of the Act.

12. The Company is not a Nidhi Company.

13. In our opinion all transactions with the related parties are in compliance withSection 177 and 188 of Companies Act 2013 where applicable and the details have beendisclosed in the financial statements etc. as required by the applicable accountingstandards.

14. The Company has not made any preferential allotment or private placement ofsecurities during the year.

15. The Company has not entered into any non-cash transaction with its Directors orpersons related to any of them.

16. The Company is not required to be registered under Section 45 – IA of theReserve Bank of India Act 1934.

For APS ASSOCIATES
CHARTERED ACCOUNTANTS
(Registration No. 306015E)
(A. Dutta)
Kolkata Partner
Dated : 26th May 2017 Membership No. 017693

Annexure to the Independent Auditors' Report of even date on the Financial Statementsof B & A Packaging India Limited

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 &A Packaging India Limited ("the Company") as of March 31 2017 inconjunction with our audit of the financial statements of the Company for the year endedon 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 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.

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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated 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 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 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

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 control 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 APS ASSOCIATES
CHARTERED ACCOUNTANTS
(Registration No. 306015E)
(A. Dutta)
Kolkata Partner
Dated : 26th May 2017 Membership No. 017693