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GKB Ophthalmics Ltd.

BSE: 533212 Sector: Consumer
NSE: GKB ISIN Code: INE265D01015
BSE LIVE 15:11 | 15 Dec 126.00 6.00
(5.00%)
OPEN

120.00

HIGH

126.00

LOW

115.00

NSE 00:00 | 20 Nov Stock Is Not Traded.
OPEN 120.00
PREVIOUS CLOSE 120.00
VOLUME 395
52-Week high 183.90
52-Week low 108.25
P/E
Mkt Cap.(Rs cr) 52
Buy Price 115.75
Buy Qty 10.00
Sell Price 126.00
Sell Qty 7.00
OPEN 120.00
CLOSE 120.00
VOLUME 395
52-Week high 183.90
52-Week low 108.25
P/E
Mkt Cap.(Rs cr) 52
Buy Price 115.75
Buy Qty 10.00
Sell Price 126.00
Sell Qty 7.00

GKB Ophthalmics Ltd. (GKB) - Auditors Report

Company auditors report

To the Members of GKB Ophthalmics Limited

Report on the Financial Statements

We have audited the accompanying financial statements of GKB Ophthalmics Limited ("theCompany") which comprise the Balance Sheet as at 31st March 2016 the Statement ofProfit and Loss and the Statement of Cash Flows for the year then ended and a summary ofsignificant accounting policies and other explanatory information.

Management's Responsibility for the 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 financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting 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 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 the financial statements of the Companybased 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 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 Company's financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 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 bythe Central Government of India in terms of Section 143(11) of the Act we give in theAnnexure 'A' a statement on the matters specified in paragraphs 3 and 4 of the Order tothe 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 financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(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) of theAct; and

(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'.

(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:

1) the Company has disclosed the impact of pending litigations on its financialposition in its financial statements in note 26 to the financial statements;

2) the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

3) there has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

For SHARP &TANNAN
Chartered Accountants
Firm's Registration No. 109982W
By the hand of
EDWIN P. AUGUSTINE
Place : Mumbai Partner
Date : 30thMay 2016 (Membership No. 43385)

ANNEXURE 'A' TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in Paragraph 1 of our report of even date)

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

(b) As per the information and explanation given to us to us the Company has notundertaken physical verification of the fixed assets in accordance with the phasedprogramme of verification. Therefore we are unable to comment on whether there existsmaterial discrepancies in the physical existence of fixed assets.

(c) According to the information and explanations given to us the title deeds ofimmovable properties are held in the name of the Company.

(ii) As explained to us inventories have been physically verified by the management atreasonable intervals during the year. In our opinion the frequency of such verificationis reasonable. The discrepancies noticed on verification between the physical stocks andbook records which were not material have been properly dealt with in the books ofaccount. However the system of recording the receipt issue and consumption ofinventories; and the system of valuation of inventories needs to be improved.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies Limited Liability Partnerships orother parties covered in the register maintained under Section 189 of the Act.Accordingly the Paragraph 3 (iii) of the Order is not applicable to the Company.

(iv) According to the information provided to us and explanations given to us theCompany has given guarantees amounting to Rs. 3630.08 lakhs to banks for loans taken bycompanies in which directors of the Company are also interested. However we are unableto comment whether the terms and conditions on which the Company has given guarantees areprejudicial to the interest of the Company since the guarantees give the power to thebanks to attach the assets of the Company on default by these companies withoutattempting to recover in the first instance from the companies.

(v) According to the information and explanations given to us and the records examinedby us the Company has not accepted any deposits from the public during the year.Accordingly the Paragraph 3(v) of the Order is not applicable to the Company.

(vi) According to the information and explanations given to us the Company is notrequired to maintain the books of accounts pursuant to the rules prescribed by the CentralGovernment for the maintenance of cost records under Section 148(1) of the Act.

.

(vii) a) According to the information and explanations given to us and records examinedby us the Company has been generally regular in depositing statutory dues relating toinvestor education and protection fund labour welfare fund tax deducted at source andother statutory dues as applicable with the appropriate authorities. However therehas been delays in depositing statutory dues relating to provident fund employees' stateinsurance income tax sales tax service tax duty of customs duty of excise and valueadded tax with the appropriate authorities. According to the information and explanationsgiven to us there are no arrears of outstanding statutory dues as at the last day of thefinancial year for a period of more than six months from the date they become applicable.

b) According to the information and explanations given to us and records examined byus the particulars of income tax sales tax and duty of excise as at March 31 2016 whichhave not been deposited on account of a dispute pending are as under:

Name of the statute Financial year Nature of dues Disputed Amount (in Rs. lakhs) Forum where the dispute is pending
The Central Excise Act 1944 2005-06 Duty interest and penalty 17.17 Customs Central Excise and Service Tax Appellate Tribunal (CESTAT)
2006-07 Duty interest and penalty 16.45 Joint Commissioner / Commissioner of Customs Central Excise and Service Tax (Appeals)
2007-08
To Sept’ 2015 Duty interest and penalty 1156.86 Commissioner of Customs Central Excise & Service Tax Goa
The Central Sales Tax Act 1956 2008-09 Sales tax interest and penalty 111.71 Additional Commissioner of Commercial Tax Panaji
The Central Sales Tax Act 1956 2012-13 Sales tax interest and penalty 14.99 Additional Commissioner of Commercial Tax Panaji
Income Tax Act 1961 2012-13 Income tax interest and penalty 41.37 Commissioner of Income Tax (Appeals)
1358.55

(viii) The Company has not issued any debentures. According to information andexplanations given to us there was no default on repayment of loans obtained fromfinancial institutions. However the Company has defaulted in repayment of dues to banksduring the year as follows:

Sr. No. Period of default Amount (in Rs. Lakhs)
1 April 2014 to March 2016 27.27
2 Overdue as on 31st March 2016

(ix) According to information and explanations given to us the Company has not raisedmonies by way of initial public offer or further public offer (including debtinstruments).

(x) During the course of our examination of the books and records of the Companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyfraud by the Company or any fraud on the Company by its officers or employees noticed orreported during the year nor have we been informed of such by management.

(xi) According to the information and explanations given to us the managerialremuneration has been paid and provided in accordance with the provisions of Section 197read with Schedule V to the Act.

(xii) According to the information and explanations given to us the Company is not aNidhi company. Accordingly the Paragraph 3 (xii) of the Order is not applicable to theCompany.

(xiii) According to the information and explanations given to us all the transactionswith the related parties are in compliance with Sections 177 and 188 of the Act and therelevant details have been disclosed in the Financial Statements etc. as required by theapplicable accounting standards.

(xiv) According to the information and explanations given to us the Company had notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year. Accordingly the Paragraph 3 (xiv) of the Order isnot applicable to the Company.

(xv) According to the information and explanations given to us the Company had notentered into any non-cash transactions with directors or persons connected with him duringthe year. Accordingly the Paragraph 3 (xv) of the 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.

For SHARP & TANNAN
Chartered Accountants
Firm's Registration No. 109982W
By the hand of
EDWIN P. AUGUSTINE
Place: Mumbai Partner
Date: 30thMay 2016 (Membership No. 43385)

ANNEXURE 'B' TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) of our report of even date)

We have audited the internal financial controls over financial reporting of GKBOphthalmics Limited ("the Company") as of 31st March 2016 in conjunctionwith our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the '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 Companies Act 2013 (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: (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 31st 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 theICAI.

For SHARP & TANNAN
Chartered Accountants
Firm's Registration No. 109982W
By the hand of
EDWIN P. AUGUSTINE
Place: Mumbai Partner
Date: 30thMay 2016 (Membership No. 43385)