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Gillanders Arbuthnot & Company Ltd.

BSE: 532716 Sector: Others
NSE: GILLANDERS ISIN Code: INE047B01011
BSE LIVE 15:59 | 21 Nov 68.90 2.90
(4.39%)
OPEN

68.80

HIGH

69.60

LOW

66.00

NSE 15:48 | 21 Nov 68.05 2.30
(3.50%)
OPEN

67.00

HIGH

69.80

LOW

66.30

OPEN 68.80
PREVIOUS CLOSE 66.00
VOLUME 8958
52-Week high 85.30
52-Week low 55.20
P/E
Mkt Cap.(Rs cr) 147
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 68.80
CLOSE 66.00
VOLUME 8958
52-Week high 85.30
52-Week low 55.20
P/E
Mkt Cap.(Rs cr) 147
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gillanders Arbuthnot & Company Ltd. (GILLANDERS) - Auditors Report

Company auditors report

TO THE MEMBERS OF GILLANDERS ARBUTHNOT AND

COMPANY LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of GillandersArbuthnot and Company Limited ('the Company') which comprise the Balance Sheet as at 31stMarch 2017 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

2. 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 of thesestandalone 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 the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 andCompanies (Accounting Standards) Amendment Rules 2016. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

3. 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 thereunder. We conducted our audit inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on theauditor's judgement 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.

5. 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

6. 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 2017 its profit and its cash flows for the year ended on that date.

Other Matters

7. We did not audit the financial statements/ information of two units included in thestandalone financial statements of the Company whose financial statements reflect totalassets of ' 36649.19 lakhs as at 31st March2017 and total revenues of ' 26147.95 lakhsfor the year ended on that date as considered in the standalone financial statements. Thefinancial statements/information of these units have been audited by the branch auditorswhose reports have been furnished to us and our opinion in so far as it relates to theamounts and disclosures included in respect of these units is based solely on the reportof such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act wegive in the Annexure A a statement on the matters specified in the paragraph 3 and 4 ofthe Order.

9. 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 reports on the accounts of Engineering (MICCO) Division and GIS Cotton Mill (aunit of Textile Division) of the Company audited under section 143(8) of the Act has beensent to us and have been properly dealt with us in preparing our report;

d) 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;

e) 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 and the Companies (Accounting Standards) Amendment Rules2016;

f) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 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 'Annexure B' to this report; and

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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements as stated in Note 31 to the standalone financialstatements;

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

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

iv. The Company has provided requisite disclosures in its Financial Statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016 and these are in accordance with the books of accountsmaintained by the Company. Refer Note 47 of the Standalone Financial Statements.

For Singhi & Co.
Chartered Accountants
Firm's registration number: 302049E
Anurag Singhi
Place: Kolkata Partner
Dated: 29th May 2017 Membership number: 066274

Annexure - A to the Independent Auditor's Report

(Referred to in paragraph 8 with the heading 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit we report that:

i. In respect of its fixed assets:

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

b) As explained to us the fixed assets have been physically verified during the yearby the management and/or by a firm of Chartered Accountants on behalf of the management atreasonable intervals and no material discrepancies have been noticed on such physicalverification. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets.

. c) According to the information and explanations given to us by the management 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. As explained to us inventories (excluding inventories with third parties) werephysically verified during the year by the management or by a firm of CharteredAccountants on behalf of the management at reasonable intervals and no materialdiscrepancies were noticed on such verification. In respect of inventories lying withthird parties those have substantially been confirmed by them.

iii. According to the information and explanations given to us the Company has notgranted any loan secured/unsecured to companies firms Limited Liability Partnerships orother parties covered in the register maintained under section 189 of the Act.Consequently the provisions of clauses iii (a) iii (b) and iii (c) of the Order are notapplicable to the Company and hence not commented upon.

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 Companies Act 2013in respect of the loans and investments made or guarantees and securities provided by it.

v. According to information and explanations given to us the Company has complied withthe directives issued by Reserve Bank Of India and the provisions of Section 73 to 76 orany other relevant provisions of the Act and the Rules framed there under with respect todeposits (from public). According to the information and explanation's given to us noOrder has been passed by the Company Law Board or National Company Law Tribunal or ReserveBank of India or any Court or any other Tribunal on the Company in respect of theaforesaid deposits.

vi. We have broadly reviewed the cost records maintained by the Company relating to itsproducts (Engineering Tea and Textile) pursuant to the Companies (Cost AccountingRecords) Rules 2011 prescribed by the Central Government under section 148(1) of the Actand are of the opinion that prima facie the prescribed Cost Records have been made andmaintained. We have however not made a detailed examination of the cost record with aview to determine whether they are accurate or complete.

vii. According to the information and explanations given to us and the records of theCompany examined by us:

a) The Company is generally regular in depositing undisputed statutory dues includingProvident Fund Employees' State Insurance Income-tax Sales-tax Service Tax duty ofcustoms duty of excise value added tax cess and other statutory dues as applicable tothe appropriate authorities.

There are no arrears in respect of the aforesaid dues as at 31st March 2017 for aperiod of more than six months from the date they became payable.

b) The particulars of dues of income tax sales tax duty of excise service tax dutyof customs and value added tax have not been deposited by the Company on account ofdisputes are as follows;

viii. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not defaulted in repayment ofloans or borrowings to any financial institution bank or Government. The Company hadneither any outstanding debenture at the beginning of the year nor has it issued anydebenture during the year.

ix. The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. According to the informationand explanation given to us by the management term loans were applied for the purpose forwhich the loans were obtained.

x. According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse 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 paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

xii. 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 to the Company.

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 any preferentialallotment or private placement of fully or partly convertible debentures during the year.However the Company has issued fully paid Cumulative Redeemable Preference Shares onprivate placement basis 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. Accordingly paragraph 3(xv) ofthe Order is not applicable to the Company.

xvi. According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3 (xvi) of the Order is not applicable to the Company.

For Singhi & Co.
Chartered Accountants
Firm's registration number: 302049E
Anurag Singhi
Place: Kolkata Partner
Dated: 29th May 2017 Membership number: 066274

Annexure - B to the Independent Auditor's Report Report on the Internal FinancialControls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ('theAct')

(Referred to in paragraph 9(g) with the heading 'Report on Other Legal and RegulatoryRequirements' section of our report of even date in respect to statutory audit ofGillanders Arbuthnot and Company Limited for the year ended 31st March 2017)

1. We have audited the internal financial controls over financial reporting ofGillanders Arbuthnot and Company Limited ('the Company') as of 31st March 2017in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.

Management's Responsibility for Internal Financial Controls

2. 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'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor's Responsibility

3. 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 deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand 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.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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.

5. 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.

1. Meaning of Internal Financial Controls over Financial Reporting

6. 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 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

7. 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

8. 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 2017 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 by the Institute of CharteredAccountants of India.

9. Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy andoperating effectiveness of the internal financial controls over financial reporting of thecompany insofar as it relates to the branches not audited by us is based on thecorresponding reports of the said branch auditors. Our opinion is not modified in respectof this matter.

For Singhi & Co.
Chartered Accountants
Firm's Registration Number: 302049E
Anurag Singhi
Place: Kolkata Partner
Dated: 29th May 2017 Membership Number: 066274