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Ganesha Ecosphere Ltd.

BSE: 514167 Sector: Industrials
NSE: GANECOS ISIN Code: INE845D01014
BSE LIVE 15:40 | 17 Oct 382.35 1.65
(0.43%)
OPEN

386.15

HIGH

389.15

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382.00

NSE 15:31 | 17 Oct 383.15 1.80
(0.47%)
OPEN

385.60

HIGH

387.75

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OPEN 386.15
PREVIOUS CLOSE 380.70
VOLUME 856
52-Week high 409.00
52-Week low 162.60
P/E 22.23
Mkt Cap.(Rs cr) 733
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 386.15
CLOSE 380.70
VOLUME 856
52-Week high 409.00
52-Week low 162.60
P/E 22.23
Mkt Cap.(Rs cr) 733
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ganesha Ecosphere Ltd. (GANECOS) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

GANESHA ECOSPHERE LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Ganesha EcosphereLimited ("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.

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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under. We conducted our audit inaccordance with the Standards on Auditing specified under Section 143(10) of the Act andother applicable authoritative pronouncements issued by the Institute of CharteredAccountants of India. Those Standards and pronouncements require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the 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 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 a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company’s Directors as well as evaluating theoverall 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 31st March 2016 and its profit and its cash flows for the year ended onthat 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 in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure-A a statement on the matters specified inparagraphs 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 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 interms of 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-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 explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31stMarch 2016 on its financial position in its financial statements - Refer Note 38 to thefinancial statements.

ii. In our opinion and as per the information and explanations provided to us theCompany has not entered into any long-term contracts including derivative contractsrequiring provision under applicable laws or accounting standards for materialforeseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended 31st March2016.

FOR MEHROTRA RAKESH KUMAR & CO. Chartered Accountants
(Firm Registration No. 002978C) Deepak Seth
Place: Kanpur Partner
Dated: 22nd May 2016 Membership No. 073081

Annexure-A to Independent Auditors’ Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date to the members of GaneshaEcosphere Limited on the standalone financial statements as of and for the year ended 31stMarch 2016.

(1) (i) The Company is maintaining proper records showing full particulars includingquantitative details & situation of fixed assets on the basis of availableinformation.

(ii) As explained to us the fixed assets are physically verified by the managementaccording to a phased programme designed to cover all the items over a period of threeyears which in our opinion is reasonable having regard to the size of the Company &nature of its assets. Pursuant to the programme a portion of fixed assets has beenphysically verified by the management during the year and as informed to us no materialdiscrepancies were noticed on such physical verification.

(iii) 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.

(2) As explained to us the physical verification of inventory has been conducted atreasonable intervals by the management during the year and discrepancies noticed on suchphysical verification between physical stock and book records were not materialconsidering the operations of the Company and the same have been appropriately dealt within the books of account.

(3) In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties as covered in the register maintained underSection 189 of the Companies Act 2013. Accordingly the provisions of clause 3(iii) (a)(b) and (c) of the Order are not applicable.

(4) In our opinion and according to the information and explanations given to us theCompany has not granted any loans or made any investments or provided any guarantees orsecurity to the parties covered under Section 185 and 186 of the Companies Act 2013.Therefore the provisions of Clause 3(iv) of the said Order are not applicable to theCompany.

(5) According to the information and explanations given to us the Company has notaccepted any deposit from the public within the meaning of Sections 73 74 75 and 76 ofthe Companies Act 2013 and the Rules framed there under to the extent notified.

(6) Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148 (1) of the Companies Act2013 in respect of its products. We have broadly reviewed the same and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained. Wehave not however made a detailed examination of the records with a view to determiningwhether they are accurate or complete.

(7) (i) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company has generally been regularlydepositing with the appropriate authorities undisputed statutory dues including providentfund employees’ state insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax and other material statutory dues applicable toit. There are no outstanding statutory dues as at the last day of the financial year underaudit for a period of more than six months from the date they became payable.

(ii) According to the records of the Company and as per the information andexplanations given to us the disputed statutory dues as at 31st March 2016that have not been deposited on account of matters pending before appropriate authoritiesare as under:

Name of the Statute Nature of the Dues Amount (Rs) Forum where dispute is pending
U. P. Trade Tax Act 1948 Entry Tax 156030* Supreme Court
U. P. Trade Tax Act 1948 Entry Tax 666061* Supreme Court
U. P. Trade Tax Act 1948 Entry Tax 571833* Supreme Court
Haryana Value Added Tax Act 2003 Purchase Tax& Interest 297751 Haryana Tax Tribunal Chandigarh
Haryana Value Added Tax Act 2003 Purchase Tax & Interest 1906632 Haryana Tax Tribunal Chandigarh
Central Excise Act1944 Service tax & Penalty 285007* Commissioner(Appeals) Central Excise & Service Tax Allahabad
Income Tax Act 1961 Income Tax Deducted at Source 1026790 Commissioner of Income Tax (Appeals) Kanpur

* Net of amount deposited under dispute.

(8) Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion that the Company has not defaulted in repayment ofloans or borrowing to financial institutions banks Government. The Company has notissued any debentures during the year.

(9) In our opinion and according to the information and explanations given to us theterm loans have been applied for the purposes for which they were obtained. Further as perthe records the Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments).

(10) 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 material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

(11) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Companies Act 2013.

(12) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(13) The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Companies Act 2013. The details of suchrelated party transactions have been disclosed in the financial statements as requiredunder Accounting Standard (AS) 18 Related Party Disclosures specified under Section 133of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

(14) During the year the Company has made preferential allotment of 250000 EquityShares of H10/- each at a premium of H104/- per share on conversion of equal number ofwarrants allotted on preferential basis and according to the information and explanationsgiven to us by the Management the requirement of Section 42 of the Companies Act 2013have been complied with and we further report that according to the records of the companyand as per the information and explanations given to us the amounts raised have been usedfor the purposes for which the funds were raised.

(15) 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 its Directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable.

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

FOR MEHROTRA RAKESH KUMAR & CO. Chartered Accountants
(Firm Registration No. 002978C) Deepak Seth
Place: Kanpur Partner
Dated: 22nd May 2016 Membership No. 073081

Annexure-B to Independent Auditors’ Report

Referred to in Paragraph 2(f) under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date to the members of GaneshaEcosphere Limited on the standalone financial statements as of and for the year ended 31stMarch 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 GaneshaEcosphere Limited ("the Company") as of 31st March 2016 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 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 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 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 authorisations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised 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 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 31st March 2016based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

FOR MEHROTRA RAKESH KUMAR & CO. Chartered Accountants
(Firm Registration No. 002978C) Deepak Seth
Place: Kanpur Partner
Dated: 22nd May 2016 Membership No. 073081