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Borax Morarji Ltd.

BSE: 506315 Sector: Industrials
NSE: N.A. ISIN Code: INE658B01015
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VOLUME 500
52-Week high 65.00
52-Week low 27.20
P/E
Mkt Cap.(Rs cr) 21
Buy Price 47.00
Buy Qty 100.00
Sell Price 52.90
Sell Qty 100.00
OPEN 50.00
CLOSE 50.00
VOLUME 500
52-Week high 65.00
52-Week low 27.20
P/E
Mkt Cap.(Rs cr) 21
Buy Price 47.00
Buy Qty 100.00
Sell Price 52.90
Sell Qty 100.00

Borax Morarji Ltd. (BORAXMORARJI) - Auditors Report

Company auditors report

To

The Members of

Borax Morarji Limited

Report on the standalone Financial statements

We have audited the accompanying standalone financial statements of Borax MorarjiLimited ("the Company") which comprise 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 information.

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 preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give fair view and are freefrom material 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 there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the standalone financialare 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 judgement including the assessment of the risks of material misstatementof the financial statements whether due to fraud and error. In making those riskassessments the auditor considers internal financial control relevant to theCompany’s preparation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the 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 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 31 2016 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 the Companies (Auditor’s Report) Order 2016 (‘theOrder’) issued by the Central Government of India Ministry of Corporate Affairs interms of sub-section (11) of section 143 of the Act we give in the Annexure A astatement on the matters specified in paragraphs 3 and 4 of the said 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 purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.;

(c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby 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 March31 2016 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a Director in terms of Section 164 (2) oftheAct.

(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 B"; and

(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 has disclosed the impact of pending litigations on its financialposition in its financial statements financial statements;

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

iii. The company was required to transfer unclaimed dividend related to financial year2007-2008 to the Investor Education and Protection Fund by 15th November 2015 howeverthe same has been transferred only on 27th March 2016.

For K. s. Aiyar & Co.
Chartered Accountants
Firm’s Registration No.: 100186W
Satish K. Kelkar
Place: Mumbai Partner
Date: May 27 2016 Membership No.: 38934

ANNEXURE A TO THE AUDITORS’ REPORT

(Referred to in paragraph 1 under the heading "Report on Other Legal andRegulatory Requirements" of our Report of even date on the financial statements forthe year ended March 31 2016 of Borax Morarji Limited)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets however the particulars regarding thelocation of some of the fixed assets of Chemical Division transferred to new manufacturingfacility at Dahej Gujarat needs to be updated in the fixed asset register.

(b) A substantial portion of the fixed assets have been physically verified by theManagement during the period under the audit. In our opinion the frequency of verificationis reasonable having regard to the size of the Company and the nature of its assets. Nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The inventories have been physically verified by the Management at reasonableintervals during the period under audit. In our opinion the frequency of verification isreasonable.

(iii) The Company has not granted any secured or unsecured loans to companies firms orother parties covered in the Register maintained under section 189 of the Companies Act2013. Therefore clause 3 (iii) of the said Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us thecompany doesn’t have any loans investments guarantee or security to which theprovisions of section 185 and 186 of the Companies Act 2013 apply.

(v) The Company had accepted deposits prior to the commencement of Companies Act 2013(Earlier deposits) which have remained unpaid as at year end amounting to Rs.79.73 Lacsand interest due thereon of Rs.0.54 Lacs. We are informed that these earlier deposits willbe repaid on the respective due dates as per the terms of acceptance of the same in termsof explanation to Rule 19 of the Companies (Acceptance of Deposits) Rules 2014.

The Company has not accepted any deposits during the year to which the provisions ofsection 73 to 76 of the Companies Act 2013 and Companies (Acceptance of deposits) Rules2014 apply.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the order made by the Central Government of India for the maintenance of cost recordsin respect of boric acid under sub-section (l) of section 148 of the Companies Act and areof the opinion that prima facie the prescribed accounts and records have been maintained.We have however not made a detailed examination of the records with a view to determinewhether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us the Company is generally regular in depositing withappropriate authorities undisputed statutory dues including Provident FundEmployees’ State Insurance Income Tax Sales Tax Service Tax Custom Duty ExciseDuty Value Added Tax Cess and other material statutory dues applicable to it.

According to the information and explanations given to us there are no undisputedoutstanding dues in respect of the above items in arrears as at March 31 2016 for aperiod of more than six months from the date they became payable.

(b) According to the information and explanations given to us the disputed statutorydues on accounts of Income Tax Sales Tax Service Tax Customs Duty Excise Duty ValueAdded Tax Municipal Tax and Cess that have not been deposited on account of matterspending before appropriate authority are as follows:

Name of the statute nature of Dues Amount (Rs. in Lakhs) period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Due to Change in Classification 12.65 2003-04 to 2005-06 CESTAT Tamilnadu
Customs Act Utilization of DEPB Licence 16.60 2002-03 Collector of Customs

(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 Banks. The company has not raised loans or borrowings from Government ordebenture holders.

(ix) The company has not raised money by way of Initial Public Offer or further publicoffer (including debt instruments) or term loans during the year.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not paid/provided anymanagerial remuneration during the year.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause (xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with Directors or persons connected with him. Accordingly clause (xv) of theOrder is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For K. S. AIYAR& CO.
Chartered Accountants
Firm’s Registration No.: 100186W
Satish K. Kelkar
Place: Mumbai Partner
Date: May 27 2016 Membership No.: 38934

ANNEXURE - B TO THE AUDITORS’ 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 BoraxMorarji Limited ("the Company") as of 31 March 2016 in conjunction with ouraudit of the financial statements of the Company for the year ended 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 (‘ICAI’). 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 safeguardingof its assets the prevention and detection and errors the accuracy and completeness ofthe accounting 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 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. controls over financial understanding of internal Our audit of internalfinancial controls over financial reporting assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. 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.

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 the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of Management and Directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company’s assets that could havea 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 to the risk that financial controlsover financial the internal financial control over financial reporting may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion the Company has financial controls system over financial reporting andsuch all material respects adequate internal financial controls over financialreportingwere operating effectively as at 31st March 2016 based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

FOR K. S. AIYAR& CO.
Chartered Accountants
Firm’s Registration No.: 100186W
` Satish K. Kelkar
Place: Mumbai Partner
Date: May 27 2016 Membership No.: 38934