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Banswara Syntex Ltd.

BSE: 503722 Sector: Industrials
NSE: BANSWRAS ISIN Code: INE629D01012
BSE LIVE 14:38 | 02 Dec 144.00 -0.90
(-0.62%)
OPEN

147.80

HIGH

147.80

LOW

144.00

NSE LIVE 15:30 | 02 Dec 142.95 -1.70
(-1.18%)
OPEN

144.00

HIGH

145.95

LOW

142.10

OPEN 147.80
PREVIOUS CLOSE 144.90
VOLUME 178
52-Week high 195.00
52-Week low 80.00
P/E 7.92
Mkt Cap.(Rs cr) 243.79
Buy Price 142.20
Buy Qty 10.00
Sell Price 144.00
Sell Qty 2.00
OPEN 147.80
CLOSE 144.90
VOLUME 178
52-Week high 195.00
52-Week low 80.00
P/E 7.92
Mkt Cap.(Rs cr) 243.79
Buy Price 142.20
Buy Qty 10.00
Sell Price 144.00
Sell Qty 2.00

Banswara Syntex Ltd. (BANSWRAS) - Auditors Report

Company auditors report

To

The Members of BANSWARA SYNTEX LIMITED

Report on the standalone financial statements

We have audited the accompanying standalone financial statements of BANSWARA SYNTEXLIMITED ("the Company") which comprise the Balance Sheet as at 31stMarch 2016 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

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 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.

Auditors' responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

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 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 standalone financial statements.

Opinion

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:

(a) In the case of Balance Sheet of the state of affairs of the Company as at 31stMarch 2016;

(b) In the case of Statement of Profit and Loss of the profit For the year ended onthat date; and

(c) In the case of Cash Flow Statement of the cash flows For the year ended on thatdate.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

1. Note No 6 regarding recognition of deferred tax liability amounting to Rs 775.00lacs considering assets of Thermal Power Plant a timing difference while calculation ofdeferred tax liability.

2. Note No 16.2 about increase of Mat Credit Entitlement amounting to Rs 764.87 lacs onaccount of treating subsidy received from government as capital receipt.

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 Government of India in terms of sub-section (11) of Section 143 of the Actand on the basis of such checks of the books and records of the Company as we consideredappropriate and according to the information and explanations given to us we give in theAnnexure 1 a statement on the matters specified in the paragraphs 3 and 4 of the saidOrder.

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 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 2016 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 termsof Section 164 (2) of the Act.

(f) 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 2.

(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:

a. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements. Refer Note 22 on contingent liability to thefinancial statements;

b. The Company has made provision where ever required as under the applicable law oraccounting standards for material foreseeable losses on long-term contracts includingderivative.

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

For KALANI & COMPANY
Chartered Accountants
FRN-000722C
Place of Signature: Mumbai S.P. JHANWAR
Dated: 23-05-2016 Partner
M. No.074414

ANNEXURE 1 TO THE INDEPENDENT AUDITORS' REPORT

Referred to in our report of even date to the members of BANSWARA SYNTEX LIMITED on theaccounts For the year ended 31st March 2016

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

(b) The fixed assets have been physically verified by the management at reasonableintervals. As informed to us no material discrepancies were noticed on such verification.

(c) Based on our verification and according to information and explanations given tous the title deeds of immovable properties are held in the name of the company.

(ii) Physical verification of inventory has been conducted at reasonable intervals bythe management and no material discrepancies were noticed.

(iii) The Company has not granted any loans secured or unsecured to any companiesfirms limited liability partnership or other parties covered in register maintained underSection 189 of the Companies Act 2013.

(iv) The Company has not granted any loans or given any guarantee and security coveredunder Section 185 and 186 of the Companies Act 2013. The company has however givenguarantee for Rs 1950 lacs (outstanding is Rs NIL as on 31-03-2016) for loan taken byBanswara Global Ltd. a wholly owned subsidiary of the company for which necessarycompliance has been made as applicable. In respect of investments made the Company hascomplied with the provisions of Section 186 of the Companies Act 2013.

(v) The company has accepted deposits and complied with the directives issued by theReserve Bank of India and the provisions of sections 73 to 76 or any other relevantprovisions of the Companies Act 2013 and the rules framed thereunder. No order has beenpassed with respect to Section 73 to 76 by the Company Law Board or National Company LawTribunal or Reserve Bank of India or any Court or any other Tribunal.

(vi) We have broadly reviewed the accounts and records maintained by the Companypursuant to the Rules made by the Central Government for the maintenance of cost recordsunder sub-section (1) of Section 148 of the Companies Act 2013 read with Companies (CostRecords & Audit) Rules 2014 and we are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. We have not however made detailedexamination of the records with a view to determine whether they are accurate andcomplete.

(vii) (a) Undisputed statutory dues including provident fund employees'stateinsurance income tax sales-tax wealth tax service tax custom duty excise duty valueadded tax cess and other statutory dues have generally been regularly deposited with theappropriate authorities and there are no undisputed dues outstanding as on 31stMarch 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no materialdues of Income Tax Sales tax Service Tax duty of customs duty of excise and Valueadded tax which have not been deposited with the appropriate authorities on account of anydispute. However according to the information and explanations given to us-

Nature of Statute Nature of Dues Amount (in Rs) Period to which the amount relates Forum where dispute is pending
Custom Act 1962 Custom Duty 26704188/- 2012 CESTAT Ahmadabad
Custom Act 1962 Custom Penalty 20000/- 2013 Rajasthan High Court Jodhpur
Income tax Act 1961 Income Tax 316588/- 2013-14 CIT (Appeals) Udaipur
Income tax Act 1961 Income Tax 179846/- 2011-12 CIT (Appeals) Udaipur

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to a financialinstitution or bank. There are no dues to Government or debenture holders.

(ix) The Company has not raised any money by way of initial public offer or furtherpublic offer. According to the information and explanations given to us the money raisedby the Company by way of term loans have been applied for the purpose for which they wereobtained.

(x) According to the information and explanations given to us and as represented by theManagement and based on our examination of the books and records of the Company and inaccordance with generally accepted auditing practices in India we have been informed thatno case of 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 2013.

(xii) The provisions of clause 3 (xii) of the Order for Nidhi Company are notapplicable to the Company.

(xiii) The Company has complied with the provisions of Section 177 and 188 of theCompanies Act 2013 with respect to all transactions with the related parties whereverapplicable. Details of the transactions with the related parties have been disclosed inthe financial statements 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 to which Section 42 ofthe Companies Act 2013 applies. The Board of directors in its meeting held on 13th Nov.2013 in accordance with SEBI (ICDR) Regulations 2009 issued 1600000 warrants topromoters and promoters group on preferential basis convertible in equal number equityshares at agreed price. During the year 510000 warrants have been converted to equalnumber of equity shares. The amount raised have been used for the purposes for which thefunds were raised.

(xv) The Company has not entered into any non-cash transactions with the directors orpersons connected with him as covered under Section 192 of the Companies Act 2013.

(xvi) According to information and explanation given to us the Company is not requiredto be registered u/s 45-IA of Reserve Bank of India Act 1934. Accordingly provision ofclause 3(xvi) of the Order is not applicable to the Company.

For KALANI & COMPANY
Chartered Accountants
FRN- 000722C
Place of Signature: Mumbai S.P. JHANWAR
Dated: 23-05-2016 Partner
M. No.074414

ANNEXURE 2 TO THE AUDITORS' REPORT

Referred to in our report of even date to the members of BANSWARA SYNTEX LIMITED on theaccounts 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 BANSWARASYNTEX LIMITED ("the Company") as on 31st March 2016 in conjunctionwith our audit of the standalone financial statements of the Company For the year ended onthat 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 (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 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 ICAI. 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 control system over financial reporting and their operatingeffectiveness. Our audit of internal financial control over financial reporting includedobtaining an understanding of internal financial control 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 controlsover 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 controls over financial reporting criteria established by the Company consideringthe components of internal controls stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the ICAI.

For KALANI & COMPANY
Chartered Accountants
FRN-000722C
Place of Signature: Mumbai S.P. JHANWAR
Dated: 23-05-2016 Partner
M. No.074414

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