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Binani Industries Ltd.

BSE: 500059 Sector: Others
NSE: BINANIIND ISIN Code: INE071A01013
BSE LIVE 15:40 | 09 Dec 74.55 1.80
(2.47%)
OPEN

73.30

HIGH

75.85

LOW

72.50

NSE LIVE 15:43 | 09 Dec 74.65 2.05
(2.82%)
OPEN

73.05

HIGH

76.00

LOW

72.65

OPEN 73.30
PREVIOUS CLOSE 72.75
VOLUME 10162
52-Week high 120.90
52-Week low 50.00
P/E 10.76
Mkt Cap.(Rs cr) 233.86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.30
CLOSE 72.75
VOLUME 10162
52-Week high 120.90
52-Week low 50.00
P/E 10.76
Mkt Cap.(Rs cr) 233.86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Binani Industries Ltd. (BINANIIND) - Auditors Report

Company auditors report

To the Members of BINANI INDUSTRIES LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Binani IndustriesLimited ("the Company") which comprises of the Balance Sheet as at March 312016 the Statement of Profit and Loss and the Cash Flow Statement for the year thenended and a summary of significant accounting policies and other explanatory informationin which are incorporated the financial information of erstwhile Binani Metals Limitednow a division of the Company for the year ended on that date consequent to itsAmalgamation into the Company from the appointed date of April 1 2015.

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 withaccounting 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 standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's 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 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internalfinancial controls system over financial reporting and the operating effectiveness of suchcontrols. An audit also includes evaluating the appropriateness of the accounting policiesused and the reasonableness of the accounting estimates made by the Company's Directorsas well as evaluating the overall presentation of the standalone 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 of the state of affairs of the Companyas at March 312016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the Standalone FinancialStatements:

a) With reference to Note 35 of the standalone financial statements pursuant to aseparate Scheme of Amalgamation approved by the HonRsble High Court at Calcutta betweenWIEL and a step down wholly owned subsidiary of the Company being the Company as asuccessor to WIEL has partially applied AS 30 as on March 31 2014 the AccountingStandard on Financial Instruments: Recognition and Measurement issued by the ICAI whichconstitutes a departure from the Accounting Standards referred to in clause 2 of section 2of the Act. Accordingly the Company has classified its investments in subsidiaries andother investments as "available for sale financial assets" and measured suchinvestments at their fair value (except for those investments whose fair value cannot bereliably measured which investments in accordance with AS 30 are continued to be measuredat cost and their cost is considered as the fair value) and corresponding increase of Rs299749.16 lacs on account of fair valuation was credited to Business ReorganizationReserve ("BRR") as on March 312014. Accordingly investments has been fairvalued and regrouped under investments as on 31st March 2016. During the year the netincrease in restated fair value of Rs 9919.21 lacs (previous year decrease - Rs 32642.99lacs) has increased the carrying value of Business Reorganisation Reserve (BRR). Furtherwith reference to Note 36 of the standalone financial statements in accordance with thesaid scheme the Company has offset certain expenses amounting to Rs 8841.05 lacs againstBRR in the current year.

Had the accounting policy of the Company not been changed the value of the investmentswould have been tower by Rs 277025.37 lacs and the said amount would not have beencredited to the BRR. Also had certain revenue expenses not been offset against the BRRthe profit for the financial year would have been lower by Rs 8841.05 lacs (previousyear: 19802.74 lacs). b) With reference to Note 28 of the standalone financialstatements regarding outstanding guarantees aggregating to Rs528729.44 lacs (2015:492102.64 lacs) issued by the Company to banks and financial institutions on behalf ofvarious subsidiaries including one step down subsidiary which are significant in relationto the net worth of the Company as at March 312016 in the opinion of the managementthese are not expected to result into any financial liability to the Company.

Our opinion is not qualified in respect of these matters.

Other Matter

The Standalone Financial Statements of the Company for the year ended March 312015were audited by another auditor whose report dated May 30 2015 expressed an unmodifiedopinion on those statements.

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 in terms of sub-section 11 of section 143 of the Act wegive in the Annexure ARs a statement on the matters specified in paragraphs 3 and 4 ofthe 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 Standalone Balance Sheet the Standalone Statement of Profit and Loss and theStandalone Cash Flow Statement dealt with by this Report are in agreement with the booksof 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) In our opinion there are no matters that may have an adverse effect on thefunctioning of the Company;

(f) On the basis of the written representations received from the directors as on March31 2016 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms of Section164 (2) of the Act;

(g) 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 RsAnnexure BRs;

(h) 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 standalone financial statements - Refer Note 28 to the standalonefinancial statements;

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

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For MZSK & Associates
Chartered Accountants
Firm Registration No. 105047W
Abuali Darukhanawala
Place : Mumbai Partner
Date : May 302016 Membership No.108053

annexure- a

independent AUDITORS' report

[Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'in the Independent AUDITORS' Report of even date to the members of Binani IndustriesLimited ('the Company') on the standalone financial statements for the year ended March312016]

i. (a) The Company has generally maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) As explained to us all the fixed assets have been physically verified by themanagement at reasonable intervals during the year in accordance with planned program ofphysical verification of fixed assets and no material discrepancies were identified onsuch verification.

(c) According to information and explanations given to us and based on our examinationof the records of the Company the title deeds of immovable properties are held in thename of the Company.

ii. The inventory has been physically verified during the year by the management. Inour opinion the frequency of verification is reasonable and no material discrepancieswere identified on such verification.

iii. As per information and explanation given to us the Company has not granted anyloans secured or unsecured to Companies firms or other parties covered in the registermaintained under section 189 of the Companies Act 2013. Accordingly the provisionsstated in paragraph 3 (iii) (a) and (b) of the order are not applicable to the Company.

iv. In our opinion and according to the information and explanation given to us theCompany has complied with the provision of Section 185 & 186 of the Companies Act2013 with respect to the loans and investment made.

v. The Company has not accepted any deposits from the public.

vi. The Central Government has not prescribed the maintenance of cost records undersub-Section (1) of Section 148 of the Companies Act 2013 for any of the services/products of the Company.

vii. (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund

employeesRs state insurance income tax sales tax service tax duty of custom valueadded tax cess and other material statutory dues as applicable to it except for slightdelay in few cases. According to the information and explanations given to us noundisputed arrears of statutory dues were outstanding as at March 31 2016 for a period ofmore than six months from the date they became payable.

(b) According to the information and explanations given to usthere are no dues ofsales-tax custom duty service tax custom duty and value added tax which have not beendeposited with the appropriate authorities on account of any dispute expect in case ofincome- tax which is described below:

Name of the Statute Nature of Dues Amount (Rs In lacs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax Matters 1837.03 F Y 2011-12 CIT (Appeals)
Income Tax Act 1961 Income Tax Matters 3017.25 F Y2006-07 High Court
Income Tax Act 1961 Income Tax Matters 0.49 F Y2002-03 Assessing Officer

viii. According to the records of the Company examined by us and information andexplanation gives to us the Company has not defaulted in repayment of dues to debentureholder government and financial institution except for default in repayment of dues tobanks details of which are as follows:

Name of the Lender Principal Amount (in Lacs) Interest Amount (in Lacs) Remark
Export Import Bank of India Nil 535.21 (including penal interest) Term Loan

ix. The Company has not obtained any moneys by way of initial public offer or furtherpublic offer (including debt instrument) and term loans were applied for the purpose forwhich those were raised during the year.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud by the Company or any instance of fraud on the Company by itsofficers/employees has been noticed or reported during the year nor have we been informedof such case by the management.

xi. According to information and explanations given to us and based on our examinationof the records of the Company the Company has paid managerial remuneration in accordancewith the requisite approvals mandated by the provision of section 197 read with Schedule Vto the Companies Act.

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

xiii. According to information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Section 177 and 188 of Companies Act 2013 where applicable and thedetails has been disclosed in the standalone financial statements as required by theapplicable accounting standards.

xiv. According to information and explanations given to us and based on our examinationof the records of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.

xv. According to information and explanations given to us and based on our examinationof the records of the Company the Company has not entered into any non-cash transactionswith directors or persons connected with him. Accordingly paragraph 3 (xv) of the Orderis not applicable.

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

For MZSK & Associates
Chartered Accountants
Firm Registration No. 105047W
Abuali Darukhanawala
Place : Mumbai Partner
Date : May 302016 Membership No.108053

annexure-b

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 BinaniIndustries Limited ("the Company") as of March 312016 in conjunction withour audit of 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 (RsICAIRs). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required 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 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 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 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 controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 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 bythe Institute of CharteredAccountants of India.

Explanatory paragraph

We also have audited in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India as specified under section 143(10) of theAct the standalone financial statements of the Company which comprise the Balance Sheetas at March 31 2016 and the related Statement of Profit and Loss and Cash Flow Statementfor the year then ended and a summary of significant accounting policies and otherexplanatory information and our report dated May 30 2016 expressed unmodified opinion.

For MZSK & Associates
Chartered Accountants
Firm Registration No. 105047W
Abuali Darukhanawala
Place : Mumbai Partner
Date : May 302016 Membership No.108053

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