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Jyoti Ltd.

BSE: 504076 Sector: Engineering
NSE: N.A. ISIN Code: INE511D01012
BSE LIVE 15:40 | 18 Dec 52.45 -1.05
(-1.96%)
OPEN

55.00

HIGH

55.95

LOW

48.60

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 55.00
PREVIOUS CLOSE 53.50
VOLUME 1092
52-Week high 63.70
52-Week low 35.60
P/E
Mkt Cap.(Rs cr) 90
Buy Price 0.00
Buy Qty 0.00
Sell Price 52.45
Sell Qty 200.00
OPEN 55.00
CLOSE 53.50
VOLUME 1092
52-Week high 63.70
52-Week low 35.60
P/E
Mkt Cap.(Rs cr) 90
Buy Price 0.00
Buy Qty 0.00
Sell Price 52.45
Sell Qty 200.00

Jyoti Ltd. (JYOTI) - Auditors Report

Company auditors report

To the Members of Jyoti Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone Financial Statements of Jyoti Limited ("thecompany") which comprise the Balance Sheet as at 31 March 2017 the Statement ofProfit and Loss and the Cash Flow Statement for the year then ended and a summary ofsignificant accounting policies and 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 ofthese standalone Financial Statements that give a true and fair view of the financialposition and financial performance 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. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing 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 internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Financial Statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

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 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 anddisclosures in the Financial Statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the FinancialStatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of theFinancial Statements that give true and fair view in order to design audit procedures thatare appropriate in the circumstances. Also refer Annexure B for deficiencies in OperatingEffectiveness of Internal Financial Control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe 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 2017 and its Loss and its cash flows for the year ended onthat date.

Emphasis of Matters

a) Note No. 26(17) in the financial statements which indicates that in view oferosion of Net Worth of the Company as at 31.03.2014 the Company in compliance with theprovisions of Section 15(1) of Sick Industrial Companies (Special Provisions) Act 1985made a reference to Board of Industrial and Financial Reconstruction (BIFR). The Hon.BIFR in the hearing held on 05.10.2015 declared the Company a Sick Industrial Company interms of Section 3 (1) (o) of the Sick Industrial companies (Special Provisions) Act 1985and appointed the lead bank Central Bank of India as Operating Agency (OA) under section17(3) of the Act to examine the viability of the Company and for formulating a DraftRehabilitation Scheme (DRS) for revival of the Company with a Cut Off Date of 31.03.2016.SICA has since been repealed w.e.f. 01.12.2016.

In view of continued losses total erosion of the Net Worth Current LiabilitiesExceeds Current Assets Liquidity constraint Inability to comply with the terms of loanagreements and that the Company has received notices from all consortium banks undersection 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcementof Security Interest Act 2002 (SARFAESI Act) asking the Company to discharge theliabilities in full there is an uncertainty about the Company's ability to continue as agoing concern. However the management is very positive about its viability and optimisticabout its future in view of Company's performance which has shown a marked improvement inoperations during the current year. Company continues to execute orders in hand and obtainnew orders despite adversities. The uptrend is expected to continue. The Company isseriously considering alternative proposals to reach at an amicable debt resolution withthe banks.

In view thereof the Financial Statements have been prepared by the Management on a‘Going Concern' basis. No adjustment is considered necessary by the Management to therecorded assets recorded liabilities contingent liabilities and other commitments forthe reasons and perception of the Management.

b) Note No.26(12)(a)&(b) and 26 (15) of the financial statements regardingrecoverability of Trade Receivables Advances and Impairment of Assets other than thoseprovided for during the year which has been considered good by the Management.

Our opinion is not modified in respect of these matters.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure A a statement on the matters specified inparagraphs 3 and 4 of the Order.

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 Cash Flow Statement dealtwith 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) The matters described in sub-paragraph (a) & (b) under the Emphasis of Mattersparagraphs above in our opinion may have an effect on the functioning of the Company;

f) On the basis of written representations received from the directors as on 31st March2017 taken on record by the Board of Directors none of the directors is disqualified ason 31st March 2017 from being appointed as a director in terms of Section164(2) of the Act;

g) The Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial control over financialreporting were operating effectively as at 31st March 2017 based on theinternal control over financial reporting criteria established by the Company. Refer toour separate report in Annexure "B"; and

h) With respect to the other matters included in the Auditor's Report in accordancewith the rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and tothe best of our information and according to the explanations given to us :

i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements as referred to note no 26 (3).

ii) The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long term contracts includingderivatives contracts.

iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company except dividend under disputeamounting to Rs. 2 lakhs which is subjudice.

iv) The company had provided requisite disclosures in its financial statements as toholdings as well as dealing in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. These are in accordance with the books of accountsmaintained by the company as referred to note no 26 (19).

v) Share Application Money of Rs. 1980 lakhs outstanding since financial year 2013-14.

We have been given to understand by the Management that it will be converted into sharecapital on approval of appropriate authorities.

vi) Requisite Approval of the Managerial Remuneration under section 198 269 309 &310 read with Schedule XIII of the Companies Act 1956 was granted up to 24th June2016 as per Central Government letter no. SRN B71385652/4/2013- CL.VII dated 4th October2013. During the year Company has paid managerial remuneration for which we have beeninformed that company has applied for requisite approval to the Central Government underprovisions of section 197 read with Schedule V to the Companies Act 2013 ( Refer Note No26(18) ). We have been further informed that Rs. 65.93 lakhs is involved and Company hastaken appropriate step for securing refund of the same in case the approval is not grantedby Central Government.

For V. H. Gandhi & Co.

Chartered Accountants

Firm Reg. No. 103047W
Vijay H. Gandhi
Vadodara

Proprietor

13th May 2017 M.No. 35581

Annexure-A to Auditors' Report

Annexure Referred to in Independent Auditors' Report to the members of the Company onthe standalone financial statements for the year ended 31st March 2017 wereport that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

(b) Fixed Assets have been physically verified by the Management during the year as perthe phased programme of physical verification of fixed assets. As informed to us theprogramme is such that all the fixed assets will get physically verified in three yearstime.

In our opinion the same is reasonable having regard to the size of the company and thenature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanation 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.

(ii) As explained to us the inventory (except those lying with contractors and atsites of the company) has been physically verified by the Management at the year end.According to the information and explanations given to us there were no materialdiscrepancies noticed on such physical verification of inventory as compared to the bookrecords.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theCompanies Act 2013. Hence provisions of sub clauses (iii) (a) (b) & (c) are notapplicable to the Company.

(iv) According to information and explanations given to us the Company has compliedwith the provisions of section 185 and 186 of the Companies Act 2013 in respects ofloans investments guarantees and security.

(v) According to the information and explanations given to us the Company has notaccepted any deposits from the Public.

(vi) To the best of our Knowledge and explanations provided by the management themaintenance of cost records has been prescribed by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013. Such accounts and records havebeen made and are maintained by the Company.

(vii) According to the information and explanations given to us in respect of statutoryand other dues:

(a) The Company has been generally regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income-tax sales-tax service taxduty of customs duty of excise value added tax cess and any other material statutorydues to the appropriate authorities during the year. Based on our audit procedures andaccording to the information and explanation given to us there are no arrears ofstatutory dues which has remained outstanding as at 31st March 2017 for aperiod of more than six months from the date they became payable except Sales Tax payableamounting to Rs. 173.14 Lakhs.

(b) According to the information and explanations given to us and on the basis of therecords produced before us by the Company except for the cases stated below there are nomaterial dues payable in respect of income tax or sales tax or service tax or duty ofcustoms or duty of excise and value added tax which have not been deposited on account ofany dispute.

Sr. no Name of the Statute & Nature of Dues Total Demand (Rs. lakhs) Period Forum where dispute is pending
1 Income Tax Act 1961 (Income Tax) 206.83 2010-11 Commissioner of Income Tax (Appeals)
2 Income Tax Act 1961 (Income Tax)* 3025.89 2012-13 Commissioner of Income Tax (Appeals)
3 Income Tax Act 1961 (Income Tax) 129.61 2013-14 Commissioner of Income Tax (Appeals) International Taxation
4 The Central Excise Act1944 (Excise Duty) 5.74 2006 To Jan 11 Central Excise & Service Tax Appellate Tribunal – A' Bad.
3.02 Feb 2011 To Dec2011 Central Excise & Service Tax Appellate Tribunal – A' Bad.
5 The Finance Act 1994 ( Service Tax) 1.60 Dec04 To Nov09 Central Excise & Service Tax Appellate Tribunal – A' Bad.
0.58 May10 To Feb11 Central Excise & Service Tax Appellate Tribunal – A' Bad.
0.67 Mar11 To Jan 12 Central Excise & Service Tax Appellate Tribunal – A' Bad.
0.29 Feb12 To Dec 12 Central Excise & Service Tax Appellate Tribunal – A' Bad.
0.09 Jan13 To Sep13 Central Excise & Service Tax Appellate Tribunal – A' Bad.
0.10 Sep13 To Jun14 The Superintendent Central Excise Customs and Service TaxVadodara
3.09 Apr05 To Mar10 Central Excise & Service Tax Appellate Tribunal – A' Bad.
184.76 July97 To Dec2000 Supreme Court of India.
116.87 July12 To Apr16 Central Excise & Service Tax Additional Commissioner Vadodara.

*Refer Note No. 26(3)(b).

(viii) (a) Based on our audit procedures and as per the information and explanationsgiven by the Management the Company has delayed in payment of Letters of Credit and BankGuarantee to Banks. The following are the details of the delays:

Particulars Amt during the year (Rs. lakhs) Period of Delays (in days)
Various Bank – Letters of Credit Devolved 71.51 upto 90 days
65.23 More than 90 days
Various Bank – Bank Guarantee Devolved 6.41 Up to 90 days
152.43 More than 90 days
TOTAL AMOUNT 295.58

(b) The Company has overdue amount as on 31st March 2017 on account ofinstallments and interest on various Term Loans Working Capital Demand Loans Letters ofCredit and Bank Guarantee Devolved of Rs. 26787.47 Lakhs.

Particulars Period of Default (in days) Amt.
Upto 90 days Above 90 days
Various Bank – Interests on Term
Loans WCDL & CC 2088.12 9471.84 11559.96
Various Bank – Letters of Credit 6124.73 6124.73
Various Bank – BG Devolved / BP-BD 1536.95 1536.95
Various Bank – Installment of Term Loans 951.00 6173.50 7124.50
Technology Development Board — Installment 111.11 330.22 441.33
TOTAL AMOUNT 3150.23 23637.24 26787.47

(ix) The Company did not raise money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year. Accordingly paragraph3(ix) of the Order is not applicable.

(x) As per information and explanations given to us no material fraud by the Companyor any fraud on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

(xi) Requisite Approval of the Managerial Remuneration under section 198 269 309& 310 read with Schedule XIII of the Companies Act 1956 was granted up to 24th June2016 as per Central Government letter no. SRN B71385652/4/2013- CL.VII dated 4th October2013. During the year Company has paid managerial remuneration for which we have beeninformed that company has applied for requisite approval to the Central Government underprovisions of section 197 read with Schedule V to the Companies Act 2013 (Refer NoteNo.26(18)). We have been further informed that Rs. 65.93 lakhs is involved and Company hastaken appropriate step for securing refund of the same in case the approval is not grantedby Central Government.

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

(xiii) According to information and explanation given to us transactions with therelated parties are in compliance with sections 177 and 188 of Companies Act 2013 whereapplicable and the details of such transactions have been disclosed in the financialstatements etc. as required by the applicable accounting standards.

(xiv) According to information and explanation given to us the company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review.

(xv) According to information and explanation given to us the company has not enteredinto any non-cash transactions with directors or persons connected with him. Accordinglyparagraph 3(xv) of the Order is not applicable.

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

For V. H. Gandhi & Co.

Chartered Accountants

Firm Reg. No. 103047W
Vijay H. Gandhi
Vadodara

Proprietor

13th May 2017 M.No. 35581

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 ("the Act")

We have audited the internal financial controls over financial reporting of JyotiLimited ("the Company") as of March 31 2017 in conjunction with our audit ofthe standalone financial statements of the Company for the year 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. 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.

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 judgment 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 basisfor our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

Acompany's internal financial control over financial reporting is a process designed toprovide 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 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.

Emphasis of Matters

The accounts of Trade Receivables Trade Payables and Advances are subject toreconciliation/ confirmation. The Management does not expect any material differenceaffecting the financial statements on reconciliation. In our opinion this may have aneffect on the functioning of the Company. However our opinion is not modified in respectof these matters.

For V. H. Gandhi & Co.

Chartered Accountants

Firm Reg. No. 103047W
Vijay H. Gandhi
Vadodara

Proprietor

13th May 2017 M.No. 35581