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GMM Pfaudler Ltd.

BSE: 505255 Sector: Engineering
NSE: GMMPFAUDLR ISIN Code: INE541A01023
BSE 00:00 | 20 Apr 725.70 -7.40
(-1.01%)
OPEN

724.45

HIGH

740.00

LOW

724.45

NSE 00:00 | 20 Apr 735.05 5.15
(0.71%)
OPEN

754.00

HIGH

754.00

LOW

726.00

OPEN 724.45
PREVIOUS CLOSE 733.10
VOLUME 94
52-Week high 884.80
52-Week low 510.00
P/E 38.81
Mkt Cap.(Rs cr) 1,060
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 724.45
CLOSE 733.10
VOLUME 94
52-Week high 884.80
52-Week low 510.00
P/E 38.81
Mkt Cap.(Rs cr) 1,060
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GMM Pfaudler Ltd. (GMMPFAUDLR) - Auditors Report

Company auditors report

1. This Certificate is issued in accordance with the terms of our engagement letterdated October 1 2016.

2. We Deloitte Haskins & Sells LLP Chartered Accountants the Statutory Auditorsof GMM Pfaudler Limited ("the Company") have examined the compliance ofconditions of Corporate Governance by the Company for the year ended on March 31 2017as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paraC and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (the Listing

Regulations).

Managements' Responsibility:

3. The compliance of conditions of Corporate Governance is the responsibility of theManagement. This responsibility includes the design implementation and maintenance ofinternal control and procedures to ensure the compliance with the conditions of theCorporate Governance stipulated in Listing Regulations. auditor's responsibility:

4. Our responsibility is limited to examining the procedures and implementationthereof adopted by the Company for ensuring compliance with the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

5. We have examined the books of account and other relevant records and documentsmaintained by the Company for the purposes of providing reasonable assurance on thecompliance with Corporate Governance requirements by the Company.

6. We have carried out an examination of the relevant records of the Company inaccordance with the Guidance Note on Certification of Corporate Governance issued by theInstitute of the Chartered Accountants of India (the ICAI) the Standards on Auditingspecified under Section 143(10) of the Companies Act 2013 in so far as applicable for thepurpose of this certificate and as per the Guidance Note on Reports or Certificates forSpecial Purposes issued by the

ICAI which requires that we comply with the ethical requirements of the Code of Ethicsissued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard onQuality Control (SQC) 1 Quality Control for Firms that Perform Audits and Reviews ofHistorical Financial Information and Other Assurance and Related Services Engagements.

Opinion

8. Based on our examination of the relevant records and according to the informationand explanations provided to us and the representations provided by the Management wecertify that the Company has complied with the conditions of Corporate Governance asstipulated in regulations 17 to 27 and clauses (b) to (j) of regulation 46(2) and para Cand

1) of Schedule V of the Listing Regulations during the year ended March 31 2017.

9. We slate that such compliance is neither an assurance as to the future viability ofthe Company nor the efficiency or effectiveness with which the Management has conductedthe affairs of the Company.

For Deloitte Haskins & Sells llP

Chartered Accountants

(Firm‘s Registration No. 117366W/W-100018)

Kartikeya raval

(Membership No. 106189)

Place : Mumbai Date: August 10 2017

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF GMM PFAUDLER LIMITED

report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GMM PFAUDLERLIMITED ("the Company") which comprise the Balance Sheet as at 31st March2017 the statement of Profit and Loss and the Cash Flow

Statement for the year then ended and a summary of the significant accounting policiesand 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 preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards prescribed under section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial 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.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto 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 well asevaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us 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 2017 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 Section 143 (3) of the Act based on our audit we report to theextent applicable 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 ouropinion proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books. c) The Balance Sheet the Statement ofProfit and Loss and the Cash Flow Statement dealt with by this

Report are in agreement with the books of account. d) In our opinion the aforesaidstandalone financial statements comply with the Accounting Standards prescribed undersection 133 of the Act. e) On the basis of the written representations received from thedirectors as on 31st 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. f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting. g) With respect to the other matters to beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 as amended in our opinion and to the best of our information andaccording to the explanations given to us: i. The Company has disclosed the impact ofpending litigations on its financial position in its standalone financial statements atnote no. 30; ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses. iii. There has been nodelay in transferring amounts required to be transferred to the Investor Education andProtection Fund by the Company. iv. The Company has provided requisite disclosures in thestandalone financial statements at note no. 48 as regards its holding and dealings inSpecified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November2016 of the Ministry of Finance during the period from 8th November 2016 to 30th December2016. Based on audit procedures performed and the representations provided to us by themanagement we report that the disclosures are in accordance with the books of accountmaintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in "AnnexureB" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells llP

Chartered Accountants

(Firm's Registration No. 117366W/W – 100018)

Kartikeya raval

(Membership No. 106189)

Place : Mumbai Date: May 12 2017

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GMMPfaudler Limited ("the Company") as of March 31 2017 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 Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's 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") issued by the Institute ofChartered Accountants of India and the

Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively 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 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2017 based on the internal controlover financial 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 Deloitte Haskins & Sells llP

Chartered Accountants

(Firm's Registration No. 117366W/W – 100018)

Kartikeya raval

(Membership No. 106189)

Place : Mumbai Date: May 12 2017

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. (b) The Company has a program ofverification of fixed assets to cover all the items in a phased manner over a period of 3years which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the program certain fixed assets were physicallyverified by the Management during the year. According to the information and explanationsgiven to us no material discrepancies were noticed on such verification. (c) According tothe information and explanations given to us and the records examined by us and based onthe examination of the registered sale deed / transfer deed / conveyance deed provided tous we report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate. In respect of immovable properties of land and buildings that have been taken onlease and disclosed as fixed asset in the financial statements the lease agreements arein the name of the Company where the Company is the lessee in the agreement. (ii) Asexplained to us the inventories were physically verified during the year by theManagement at reasonable intervals and no material discrepancies were noticed on physicalverification. The physical verification of inventories lying with third parties orgoods-in-transit is performed by performing alternate procedures such as obtainingconfirmations. (iii) According to the information and explanations given to us theCompany has granted loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013 in respect of which: (a) The terms and conditions of the grant ofsuch loans are in our opinion prima facie not prejudicial to the Company's interest.(b) The schedule of repayment of principal and payment of interest has been stipulated andrepayments or receipts of principal amounts and interest have been regular as perstipulations. (c) There is no overdue amount remaining outstanding as at the year-end.(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable. (v) According to the information and explanations given to usthe Company has not accepted any deposits from the public to which the directives issuedby the Reserve Bank of India and the provisions of section 73 to 76 or any other relevantprovisions of the Act and the Companies (Acceptance of Deposit) Rules 2014 as amendedwould apply. Accordingly paragraph 3(v) of the Order is not applicable to the Company.(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013. We have broadly reviewed the cost recordsmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended prescribed by the Central Government under sub-section (1) of Section 148 ofthe Companies Act 2013 and are of the opinion that prima facie the prescribed costrecords have been made and maintained We have however not made a detailed examination ofthe cost records with a view to determine whether they are accurate or complete. (vii)According to the information and explanations given to us in respect of statutory dues:(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Income-tax Sales Tax Service Tax Customs Duty Excise DutyValue Added Tax cess and other material statutory dues applicable to it to theappropriate authorities. (b) There were no undisputed amounts payable in respect ofProvident Fund Income-tax Sales Tax Service Tax Customs Duty Excise Duty Value AddedTax cess and other material statutory dues in arrears as at March 31 2017 for a periodof more than six months from the date they became payable.

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(c) Details of dues of Income-tax Sales Tax Service Tax Excise Duty and Value AddedTax which have not been deposited as on March 31 2017 on account of disputes are givenbelow:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the amount relates amount Involved ` in Million amount Unpaid ` in Million
Income Tax Act 1961 Income Tax Income Tax Appellate AY 2005-06 2009-10 53.47 53.47
Tribunal Ahmedabad 2010-11 2011-12 2012-13
Income Tax Act 1961 Income Tax The Commissioner of Income Tax (Appeals) AY 2006-07 2013-14 2014-15 9.35 9.35
Income Tax Act Income Tax The Assessing AY 2007-08 10.83 10.83
1961 Officer (AO) AY 2008-09
Central Sales Act 1956 Sales Tax VAT Tribunal FY 2006-07 2007-08 2008-09 3.85 2.37
Central Excise Act 1944 Excise Duty Central Excise & Service Tax Tribunal from FY 2003-04 to FY 2010-11 2.38 2.38
Finance Act 1994 Service Tax Central Excise & Service Tax Tribunal Various years from FY 2010-11 to FY 2015-16 7.42 7.01
Finance Act 1994 Service Tax The Commissioner (Appeals) Various years from FY 2010-11 to FY 2015-16 1.68 1.42
Finance Act 1994 Service Tax The Adjudicating Officer (AO) FY 2015-16 FY 2016-17 1.58 1.58

According to the information and explanations given to us there are no dues of CustomsDuty that have not been deposited as on March 31 2017 on account of disputes.

(viii) The Company has not taken any loans or borrowings from financial institutionsbanks and government or has not issued any debentures. Hence reporting under clause (viii)of the Order is not applicable to the Company. (ix) The Company has not raised moneys byway of initial public offer or further public offer (including debt instruments) or termloans and hence reporting under clause (ix) of the Order is not applicable. (x) To thebest of our knowledge and according to the information and explanations given to us nomaterial fraud by the Company and no material fraud on the Company by its officers oremployees has been noticed or reported during the year. (xi) In our opinion according tothe information and explanations given to us and as legally adviced the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated bythe provisions of section 197 read with Schedule V to the Companies Act 2013. (xii) TheCompany is not a Nidhi Company and hence reporting under clause (xii) of the Order is notapplicable. (xiii) In our opinion and according to the information and explanations givento us the Company is in compliance with Section 188 and 177 of the Companies Act 2013where applicable for all transactions with the related parties and the details of relatedparty transactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards. (xiv) During the year the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures and hence reporting under clause (xiv) of the Order is not applicable to theCompany. (xv) In our opinion and according to the information and explanations given tous during the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable. (xvi) The Company is not required to be registeredunder section 45-I of the Reserve Bank of India Act 1934.

For Deloitte Haskins & Sells llP

Chartered Accountants

(Firm's Registration No. 117366W/W – 100018)

Kartikeya raval

(Membership No. 106189) Place : Mumbai Date: May 12 2017