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Bilcare Ltd.

BSE: 526853 Sector: Industrials
NSE: N.A. ISIN Code: INE986A01012
BSE LIVE 15:40 | 02 Dec 74.10 0
(0.00%)
OPEN

73.90

HIGH

77.00

LOW

72.25

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 73.90
PREVIOUS CLOSE 74.10
VOLUME 39200
52-Week high 83.95
52-Week low 38.40
P/E
Mkt Cap.(Rs cr) 174.51
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.90
CLOSE 74.10
VOLUME 39200
52-Week high 83.95
52-Week low 38.40
P/E
Mkt Cap.(Rs cr) 174.51
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bilcare Ltd. (BILCARE) - Auditors Report

Company auditors report

To

The Members of Bilcare Limited

Report on Financial Statements

We have audited the accompanying financial statements of Bilcare Limited ("theCompany") which comprise the Balance Sheet as at 31 March 2016 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 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 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 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 wereoperating effectively for ensuing the accuracy and completeness of the accounting recordsrelevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

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 there under and the Order under Section 143(11)of the Act. We conducted our audit in accordance with the Standards on Auditing specifiedunder Section 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 statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and operating effectiveness of such controls. Anaudit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors as wellas evaluating the overall presentation of 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 read with the notes 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:

(a) In the case of the Balance Sheet of the state of affairs of the Company as on 31stMarch 2016 (b) In the case of the Statement of Profit and Loss of the loss for the yearended on that date; and (c) In the case of the Cash Flow Statement of the cash flows forthe year ended on that date.

Other Matter

The overseas branch has been closed during the year which was audited by otherauditors till 31st March 2015. The write off of the assets included in Extraordinary Items(refer Note No. 44) pertains to the said financial statements of the overseas branch. Ouropinion 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 ("theOrder") issued by the Central Government of India in terms of sub-Section (11) ofSection 143 of the Act we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that: a. W e have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit; b. In our opinion proper books ofaccount as required by law have been kept by the Company so far as appears from ourexamination of those books. c. The Balance Sheet the Statement of Profit and Loss and theCash Flow Statement dealt with by us in this Report are in agreement with the books ofaccount and with the audited report from the branch; d. In our opinion the aforesaidstandalone financial statements comply with the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. e. Onthe basis of the written representations received from the directors as on 31st March2016 taken on record by the Board of Directors none of the directors is disqualified ason 31st March 2016 from being appointed as a director in terms of Section 164(2) of theAct. 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 A’. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company’s internal financial controlsover financial reporting. g. W ith respect to other matters to be included in theAuditor’s Report in accordance with Rule 11 of the Companies (Audit and

Auditors) Rules2014 in our opinion and to the best of our information and accordingto the explanations given to us: (i) The Company has disclosed the impact of pendinglitigations on its financial position in its financial statements. (Refer Note 32(iv))

(ii) In our opinion and as per the information and explanations provides to us theCompany has not entered into any long-term contracts including derivative contractsrequiring provision under applicable laws or accounting standards for materialforeseeable losses and (iii) There has been no delay in transferring the amountsrequired to be transferred to the Investor Education and Protection Fund by the Company.

For R. L. RATHI & CO.
Firm Registration No. 108719W
Chartered Accountants
Place: Pune
Date: 30 May 2016 R. L. RATHI
Proprietor
Membership No. 14739

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements’ section of our report of even date)

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

We have audited the internal financial controls over financial reporting of BilcareLimited (‘the Company’) as of March 31 2016 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended and as 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 Reportingissued by the Institute of Chartered Accountants of India (the ‘Guidance Note’).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to Company’s policies thesafeguarding 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 Standards on Auditing prescribed under Section 143(10) of the Act and theGuidance Note to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with the ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 auditors’ judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial 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 reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 Opinion In our opinion to thebest of our information and according to the explanations given to us the Company has inall material respects an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operatingeffectively as at March 31 2016 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note.

For R. L. RATHI & COMPANY
Firm Registration No. 108719W
Chartered Accountants
R. L. RATHI
Place: Pune Proprietor
Date: 30 May 2016 Membership No. 14739

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements’ section of our report of even date)

Report on Companies (Auditor’s Report) Order 2016 (‘the Order’) issuedby the Central Government in terms of-Section 143(11) of the Companies Act 2013(‘the Act’) of Bilcare Limited (‘the Company’)

1. In respect of the Company’s fixed assets:

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

(b) The fixed assets are physically verified by the management according to a phasedprogramme designed to cover all the items over a period of 3 years which in our opinionis reasonable having regard to the size of the company and the nature of its assets.Pursuant to the programme a portion of the fixed assets has been physically verified bythe management during the year and no material discrepancies have been noticed on suchverification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the conveyance deed provided to us we report thatthe title deeds comprising all the immovable properties of land and buildings which arefreehold are held in the name of the Company as at the balance sheet date except for theamount of Rs 9585.67 lacs shown under Capital Work in Progress which is in the nature ofadvance for purchase of land (refer Note No. 41).

2. As explained to us the inventories were physically verified during the year by theManagement at reasonable intervals and no material discrepancies were noticed on physicalverification.

3. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered inthe register maintained under section 189 of the Companies Act. Accordingly thesub-clauses (a) and (b) are not applicable to the Company and hence not commented upon.

4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

5. T he Company has not accepted any deposits during the year and does not have anyunclaimed deposits as at March 31 2016 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company. In respect of outstanding deposits maturedand due as on 31 March 2016 amounting to Rs. . 40 Cr. the company had applied to the CLBfor an extension to repay. The CLB (New Delhi Bench) has granted the company an extensiontill September 2016 for periodic repayment of the above amount. Based on the informationand explanation given to us the company has complied and continues to comply with theorder.

6. W e have broadly reviewed the books of account maintained by the Company pursuantsub-section (1) of Section 148 of the Companies Act and are of the opinion that primafacie the prescribed accounts and records have been made and maintained.

7. According to the information and explanations given to us in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees’ State Insurance Income Tax Sales Tax ServiceTax and Value Added Tax duty of Customs duty of Excise Cess and other materialstatutory dues applicable to it with the appropriate authorities except that the dues forTDS on salaries are in arrears as at the last day of the financial year under audit for aperiod of more than six months amounting to Rs. . 1.87 Cr.

(b) According to the records of the company there are NIL dues outstanding of IncomeTax Sales – Tax Wealth- Tax Service Tax Customs duty Excise duty Cess onaccount of any dispute.

8. Based on the audit procedures and as per the information and explanations given bythe management we are of the opinion that the Company has defaulted in repayment of duesto the financial institutions and banks. The delays have been summarized below indicatingthe principal amount interest amount and period.

Particulars Principal ( Rs. . Cr.) Interest ( Rs. . Cr.) Delay in months
Loan from Banks 305.76 * 161.99 30 – 41 months

*Excludes contingent liability as per Note No. 32(ii).

The Company is in negotiations with the respective banks for restructuring of the saiddues.

9. The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments). Based on the information and explanations given to usby the management term loans were applied for the purpose for which the loans wereobtained during the year under audit.

10. Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the Management we report that no fraud by the Company or no fraud on the Companyby its officers or employees of the Company has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us theCompany has not paid / provided any managerial remuneration requiring requisite approvalsmandated by the provisions of Section 197 read with Schedule V to the Act.

12. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and not commented upon.

13. According to the information and explanations given by the Management transactionswith the related parties are in compliance with Section 177 and 188 of the Act whereapplicable and the details have been disclosed in the notes to the financial statementsas required by the applicable accounting standards.

14. According to the information and explanations given to us and on an overallexamination of the Balance Sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) of the Order are notapplicable to the Company and not commented upon.

15. According to the information and explanations given by the Management the Companyhas not entered into any non-cash transactions with its Directors or persons connectedwith them as referred to in Section 192 of the Act and hence reporting requirements underclause 3(xv) of the Order are not applicable to the Company and not commented upon.

16. According to the information and explanations given to us the provisions ofSection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.Accordingly the provisions of clause 3 (xvi) of the Order are not applicable to theCompany and not commented upon.

For R. L. RATHI & COMPANY
Firm Registration No. 108719W
Chartered Accountants
R. L. RATHI
Place: Pune Proprietor
Date: 30 May 2016 Membership No. 14739

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