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Britannia Industries Ltd.

BSE: 500825 Sector: Agri and agri inputs
NSE: BRITANNIA ISIN Code: INE216A01022
BSE LIVE 15:59 | 08 Dec 3036.50 36.65
(1.22%)
OPEN

3014.40

HIGH

3067.50

LOW

3011.55

NSE LIVE 15:42 | 08 Dec 3038.75 44.00
(1.47%)
OPEN

3013.00

HIGH

3068.00

LOW

3001.00

OPEN 3014.40
PREVIOUS CLOSE 2999.85
VOLUME 6348
52-Week high 3575.00
52-Week low 2506.65
P/E 42.05
Mkt Cap.(Rs cr) 36438.00
Buy Price 0.00
Buy Qty 0.00
Sell Price 3036.50
Sell Qty 12.00
OPEN 3014.40
CLOSE 2999.85
VOLUME 6348
52-Week high 3575.00
52-Week low 2506.65
P/E 42.05
Mkt Cap.(Rs cr) 36438.00
Buy Price 0.00
Buy Qty 0.00
Sell Price 3036.50
Sell Qty 12.00

Britannia Industries Ltd. (BRITANNIA) - Auditors Report

Company auditors report

To the Members of Britannia Industries Limited Report on the Standalone FinancialStatements

We have audited the accompanying standalone financial statements of BritanniaIndustries Limited ("the Company") which comprise the balance sheet as at 31March 2016 the statement of profit and loss and 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.

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 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 of the state of affairs of the Companyas at 31 March 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 ("the Order")issued by the Government of India in terms of sub-section (11) of Section 143 of the Actwe give in the "Annexure A" a statement on the matters specified in theparagraph 3 and 4 of the Order to the extent applicable.

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 31March 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2016 from being appointed as a director in terms of Section164 (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 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 - Refer notes 27

(i) (a) 32 and 33 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses - Refer note 54 to the standalonefinancial statements.

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

for B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W-100022
Supreet Sachdev
Place : Bangalore Partner
Date : 20 May 2016 Membership Number: 205385

ANNEXURE - A TO THE AUDITOR'S REPORT

With reference to the Annexure A referred to in paragraph 1 in Report on Other Legaland Regulatory Requirements of the Independent Auditor's Report to the Members of theCompany on the standalone financial statements for the year ended 31 March 2016 we reportthat:

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion the periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the programme certain fixedassets were physically verified during the year and no material discrepancies wereobserved on such verification.

(c) In our opinion and according to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.

(ii) The inventory except goods-in-transit and stocks lying with third parties havebeen physically verified by the Management during the year. In our opinion the frequencyof such verification is reasonable. The discrepancies noticed on verification between thephysical stock and the book records were not material. For stocks lying with third partiesat the year-end written confirmations have been obtained by the Management.

(iii) According to information and explanations given to us the Company has grantedloans to four companies covered in the register maintained under Section 189 of theCompanies Act 2013 (‘the Act').

(a) In our opinion the rate of interest and other terms and conditions on which theloans had been granted to the companies listed in the register maintained under Section189 of the Act were not prima facie prejudicial to the interest of the Company.

(b) In the case of the loans granted to the companies listed in the register maintainedunder Section 189 of the Act the borrowers have been regular in the repayment of theprincipal and payment of interest wherever stipulated.

(c) There are no overdue amounts in respect of loans granted to companies listed in theregister maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans and investments made.

(v) According to information and explanations given to us the Company has not acceptedany deposits from the public in accordance with the provisions of Sections 73 to 76 or anyother relevant provisions of the Act and the rules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for any of the products manufactured by the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees StateInsurance Income-tax Sales-tax Service-tax Duty of customs Duty of excise Valueadded tax and any other material statutory dues have generally been regularly depositedduring the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employee State Insurance Income-tax Sales-taxService tax Duty of customs Duty of excise Value added tax and any other materialstatutory dues were in arrears as at 31 March 2016 for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us there are no dues whichhave not been deposited by the Company on account of disputes except for the following:

Statute/ Nature of dues Amount* (Rs.) Period to which the amount relates Forum where dispute is pending
Excise duty 35937637 1980-1999 High Court (s)
(including service tax) 188873634 1995-2013 CESTAT (s)
639189725 1986-2015 Appellate Authority up to Commissioner's level
Sales tax/ Value added tax 138572862 1998-2016 Supreme Court
310461172 1989-2016 High Court (s)
55163399 1996-2012 Tribunal (s)
573486447 1999-2016 Appellate Authority up to Commissioner's level
Customs duty 7833410 2004-2014 CESTAT
24343861 2010-2013 Appellate Authority up to Commissioner's level
Income tax 298867108 1991-2005 High Court
6725975 1990-2008 Tribunal (s)
872103036 1997-2012 Appellate Authority up to Commissioner's level

*The amounts disclosed are net of payments and include interest and penalties whereverapplicable.

(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 and dues to debenture holders. The Company does not have any outstanding loansor borrowings from any bank or government during the year.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instrument) and term loans during the year.

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

(xi) According to the information and explanations given to us and based on examinationof the records of the Company the Company has paid/ provided for managerial remunerationin accordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

(xii) According to the information and explanations given to us in our opinion theCompany is not a Nidhi Company as prescribed under Section 406 of the Act.

(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 given to us and based on ourexamination of the records of the Company the Company has not made preferential allotmentor private placement of shares or fully or partly convertible debentures during the 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.

(xvi) According to the information and explanations given to us and in our opinion theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934.

for B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W-100022
Supreet Sachdev
Place: Bangalore Partner
Date : 20 May 2016 Membership Number: 205385

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF BRITANNIA INDUSTRIES 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 BritanniaIndustries Limited ("the Company") as of 31 March 2016 in conjunction with ouraudit 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 Reporting("Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding 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 Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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:

(i) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(ii) 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 authorisations of management and directors of the Company; and

(iii) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial 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 31 March 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by ICAI.

for B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W-100022
Supreet Sachdev
Place : Bangalore Partner
Date : 20 May 2016 Membership Number: 205385

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