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Haldyn Glass Ltd.

BSE: 515147 Sector: Industrials
NSE: N.A. ISIN Code: INE506D01020
BSE LIVE 15:52 | 17 Nov 41.95 -0.65
(-1.53%)
OPEN

43.80

HIGH

43.85

LOW

41.65

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 43.80
PREVIOUS CLOSE 42.60
VOLUME 80837
52-Week high 50.80
52-Week low 28.50
P/E 19.24
Mkt Cap.(Rs cr) 226
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 43.80
CLOSE 42.60
VOLUME 80837
52-Week high 50.80
52-Week low 28.50
P/E 19.24
Mkt Cap.(Rs cr) 226
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Haldyn Glass Ltd. (HALDYNGLASS) - Auditors Report

Company auditors report

To The Members of

HALDYN GLASS LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying Standalone Financial Statements of Haldyn GlassLimited ("the Company") which comprise the Balance Sheet as at 31st March 2017the Statement of Profit and Loss the Cash Flow statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

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 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 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 Standalone Financial Statements that give a true and fair view and are free frommaterial 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 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 accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that 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 anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation and fair presentation of the Standalone Financial Statements that give a trueand fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by Company'sDirectors as well as evaluating the overall presentation of the Standalone FinancialStatements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Standalone FinancialStatements.

Opinion

4. 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: a) in the case of the Balance Sheet ofthe state of affairs of the Company as at 31st March 2017; b) in the case of theStatement of Profit and Loss of the profit for the year ended on that date; and c) in thecase of the Cash Flow Statement of the cash flows for the year ended on that date.

Emphasis of Matter

5 Without qualifying our opinion attention is invited to Note No. 39 (a) of theStandalone Financial Statements regarding managerial remuneration paid to ManagingDirector and Executive Chairman in excess of limits specified under Section 197 of theCompanies Act 2013 read with Schedule V which is subject to approval of the CentralGovernment.

Report on Other Legal and Regulatory Requirements

6 As required by the Companies (Auditor's Report) Order 2016 (the "Order")issued by the Central Government of India in terms of Section 143(11) of the CompaniesAct 2013 and on the basis of verification of the books and records as consideredappropriate and available and according to the information and explanations given to uswe enclose in the Annexure ‘A' a statement on the matters specified in paragraphs 3and 4 of the said order.

7. 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 Sheetthe statement of Profit and Loss and the Cash Flow Statement dealt with by this reportare in agreement with the books of account. (d) In our opinion the aforesaid StandaloneFinancial Statements comply with the Accounting Standards specified under Section 133 ofthe Act read with Rule 7 of the Companies (Accounts) Rules 2014.

(e) On the basis of written representations received from directors as on 31st March2017 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March 2017 from being appointed as director in terms of Section 164 (2) of theAct.

(f) With respect to the adequacy of the Internal Financial Controls over FinancialReporting of the Company and operating effectiveness of such controls we enclose 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: i) TheCompany has disclosed the impact of pending litigations on its financial position in itsStandalone Financial Statements to the extent determinable/ascertainable – Refer Note32 to the financial statements. ii) The Company does not have any long term contractsincluding derivative contracts for which there are any material foreseeable losses andthus no provision is required under the applicable law or Accounting Standards towardsmaterial foreseeable losses. iii) There has been delay in transferring amounts requiredto be transferred to the Investor Education and Protection Fund (IEPF) by the Companydetails of which are:

Financial year to which dividend pertains Rs. in Lakhs Due date of Transfer to IEPF Actual Date of Transfer to IEPF Delay in No. of days
2008-09 1.80 03rd November 2016 28th November 2016 25

iv) The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on managementrepresentation we report that the disclosure is in accordance with books of accountsmaintained by the Company and as produced to us by the management. Refer Note No. 39 (b)of financial statements.

For Mukund M. Chitale & Co.
Chartered Accountants
Firm Registration No. 106655W
(S. M. Chitale)
Place: Mumbai Partner
Date: 24th May 2017 M. No. 111383

ANNEXURE ‘A' TO THE INDEPENDENT AUDITORS' REPORT

Statement on the matters specified in paragraphs 3 and 4 of Companies (Auditor'sReport) Order 2016

(Referred to in paragraph 6 of our Audit Report of even date) i) a) The Company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets and the Company is in the process of updating certainparticulars in respect of plant and machinery office equipments and furniture &fixture. b) According to information and explanations given to us fixed assets of theCompany are being physically verified according to a phased programme of verification soas to verify all assets within a period of three years which in our opinion isreasonable having regard to the size of the Company and the nature of its fixed assets. Asinformed during the year no material discrepancies to the extent reconciled with therecords available in this respect were noticed on such verifications except discrepancynoticed on physical verification of moulds having written down value of Rs. 15.56 lakhswhich have been written off in the Statement of Profit and loss. c) According toinformation and explanations given to us the title deeds of the immovable properties asdisclosed in Note No. 12 – Fixed Assets of the Standalone Financials Statements arein the name of the Company except in case of land of 12248 sq. mt. having Gross Blockand Net Block of Rs. 17 lakhs which is yet to be registered in the name of the Company.All the immovable properties are in the erstwhile farmer name of the Company i.e. HaldynGujarat Glass Limited. ii) As informed to us the inventories have been physicallyverified by the management at reasonable intervals during the year. Further according tothe information and explanations given to us the discrepancies noticed on verificationbetween the physical stocks and the book records were not material having regard to thesize of the Company and nature of its operations and have been properly dealt with in thebooks of account iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms or otherparties covered in the register maintained under section 189 of the Companies Act 2013.Accordingly the provisions relating to same contained in Clause 3 (iii) (a) to (c) of theOrder are not applicable. iv) In our opinion and according to the information andexplanations given to us the Company has complied with the provisions of Section 186 ofthe Companies Act 2013 in respect of loans and investments made and guarantees andsecurity provided by it. The Company has not granted any loans or made any investments orprovided any guarantees or security to the parties covered under Section 185 of theCompanies Act 2013. v) As informed the Company has not accepted any deposits during theyear from public within the meaning of the directives issued by Reserve Bank of India andthe provisions of sections 73 to 76 or any other relevant provisions of the Companies Act2013 and rules framed there under. Accordingly the provisions relating to same containedin Clause 3 (v) of the Order are not applicable. vi) According to information andexplanations given to us the Company is required to maintain cost records as prescribed bythe Central Government under section 148 of the Companies Act 2013. We have broadlyreviewed the books of accounts maintained by the Company pursuant to the rules made by theCentral Government for the maintenance of the cost records under section 148 of theCompanies Act 2013 and are of the opinion that prima facie the prescribed records havebeen maintained. We have however not made a detailed examination of the said records witha view to determine whether they are accurate and complete. vii) a) According to theinformation and explanations given to us the Company is generally regular in depositingwith appropriate authorities undisputed statutory dues including Provident FundEmployees' State Insurance Income Tax Sales Tax Wealth Tax Service Tax Custom DutyExcise Duty and other material statutory dues applicable to it as per the availablerecords as far as ascertained by us on our verification.

According to the information and explanations given to us there were no undisputedamounts payable in respect of outstanding statutory dues as aforesaid as at 31st March2017 for a period of more than six months from the date they became payable. b) Accordingto the records examined by us and as per the information and explanations given to us theparticulars of statutory dues as at March 31 2017 which have not been deposited onaccount of disputes and the forum where the dispute is pending is as under:

Name of the Statute Nature of Tax Amount [Rs. In Lakhs] Period to which the amount relates Forum where dispute is pending
Central Sales Tax Act Sales Tax 507.14 F.Y. 1999-2000 to F.Y. 2003-2004 & F.Y. 2008-2009 to F.Y. 2010-2011 DSCT Appeal-2 Vadodara
Income Tax Act 1961 Income Tax 186.06 F.Y. 2007-2008 CIT (Appeals)*
1.06 F.Y. 2008-2009 Assessing Officer
272.26 F.Y. 2009-2010 CIT (Appeals)*
6.87 F.Y. 2010-2011 Assessing Officer
196.54 F.Y. 2011-2012 CIT (Appeals)*
Fringe Benefit Tax 7.62 F.Y. 2013-2014 Assessing Officer

* Order passed by relevant authority revised order pending to be received fromAssessing Officer. viii) According to information and explanation provided to us theCompany has not defaulted in repayment of loans or borrowings to any FinancialInstitutions or banks or government as at the balance sheet date. The Company has notissued any debentures. ix) According to the information and explanations given to us theCompany has not raised any moneys by way of initial public offer further public offer(including debt instruments) and term loans. Accordingly the provisions relating to samecontained in Clause 3 (ix) of the Order are not applicable. x) During the course of ourexamination of books of account and as far as records/details made available and verifiedby us and according to the information and explanations given to us we have neither comeacross any instance of material fraud on or by the Company noticed and reported duringthe year nor we have been informed of such case by the management. xi) According to theinformation and explanations given to us the Company has paid/provided for managerialremuneration in excess of limits specified under Section 197 of the Companies Act 2013read with Schedule V to the extent of Rs. 30.81 lakhs for which approval of CentralGovernment is sought for by the Company. As informed to us the Company will seek forrefund of excess remuneration paid in the event of approval is not granted by the Centralgovernment. xii) In our opinion and according to the information and explanation given tous the Company is not a Nidhi Company. Accordingly provisions of Clause 3 (xii) of theorder are not applicable to the Company. xiii) The Company has entered into transactionswith related parties in compliance with the provisions of Section 177 and 188 of the Act.The details of such related party transactions have been disclosed in the financialstatements as required under Accounting Standard (AS) 18 Related Party Disclosuresspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. xiv) The Company has not made any preferential allotment or private placementof shares or fully or partly convertible debentures during the year under audit.Accordingly the provisions of clause 3 (xiv) of the Order are not applicable to theCompany. 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 person connected with them. Accordingly provisions ofclause 3 (xv) of the Order are not applicable to the Company. xvi) The Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.According the provisions of clause 3(xvi) of the Order are not applicable to the Company.

For Mukund M. Chitale & Co.
Chartered Accountants
Firm Registration No. 106655W
(S. M. Chitale)
Place: Mumbai Partner
Date: 24th May 2017 M. No. 111383

ANNEXURE ‘B' TO THE AUDITORS' REPORT _

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Companies Act 2013

(Referred to in paragraph 7 (f) of our Audit Report of even date)

1. We have audited the Internal Financial Controls over financial reporting of HaldynGlass Limited ("the Company") as of March 31 2017 in conjunction with our auditof the Standalone Financial Statements of the Company for the 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). 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 safeguarding ofits 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

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 Standards on Auditing to the extent applicable to an audit of Internal FinancialControls and the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate Internal Financial Controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the InternalFinancial Controls system over financial reporting and their operating effectiveness. Ouraudit of Internal Financial Controls over financial reporting included obtaining anunderstanding of Internal Financial Controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's Internal Financial Controls system over financialreporting.

Meaning of Internal Financial Controls over Financial Reporting

4. 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 Standalone Financial Statements for external purposes in accordancewith generally 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 StandaloneFinancial Statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the StandaloneFinancial Statements.

I nherent Limitations of Internal Financial Controls over Financial Reporting

5. 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

6. 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 March 31 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.

For Mukund M. Chitale & Co.
Chartered Accountants
Firm Registration No. 106655W
(S. M. Chitale)
Place: Mumbai Partner
Date: 24th May 2017 M. No. 111383