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K P R Mill Ltd.

BSE: 532889 Sector: Industrials
NSE: KPRMILL ISIN Code: INE930H01023
BSE LIVE 12:19 | 23 Aug 747.50 1.10
(0.15%)
OPEN

739.10

HIGH

750.95

LOW

737.35

NSE 12:00 | 23 Aug 749.25 6.10
(0.82%)
OPEN

741.50

HIGH

753.50

LOW

736.00

OPEN 739.10
PREVIOUS CLOSE 746.40
VOLUME 1496
52-Week high 882.00
52-Week low 500.00
P/E 23.54
Mkt Cap.(Rs cr) 5,633
Buy Price 745.40
Buy Qty 1.00
Sell Price 746.00
Sell Qty 20.00
OPEN 739.10
CLOSE 746.40
VOLUME 1496
52-Week high 882.00
52-Week low 500.00
P/E 23.54
Mkt Cap.(Rs cr) 5,633
Buy Price 745.40
Buy Qty 1.00
Sell Price 746.00
Sell Qty 20.00

K P R Mill Ltd. (KPRMILL) - Auditors Report

Company auditors report

TO THE MEMBERS OF K.P.R. MILL LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of KJLR. MILLLIMITED ('the Company*) which comprise the Balance Sheet as at 31.03.2016 theStatement of Profit and Loss and the Cash How 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

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013 {‘the Act*) with respect to the preparation of thesestandalone financial statements that give a true and hair 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 prescribedunder Section 133 of the Act as applicable.

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 financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

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 thereunder and the Order under section 143 (11)of the Act.

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 financial statements are free from materialmisstatement.

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 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 tn conformity with theaccounting principles generally accepted in India of the State of Affairs of the Companyas at 31.03.2016 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 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 standalone financial statements comply with theAccounting Standards prescribed under Section 133 of the Act as applicable.

e) On the basis of the written representations received from the directors as on31.03.2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31.03.2016 from being appointed as a director in terms of Section 164{2) of the Act.

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 A*. Our report expresses an unmodified opinion on theadequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

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. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements;

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.

2. As required by the Companies (Auditor's Report) Order 2016 ('the order*) issued bythe Central Government in terms of Section 143(11) of the Act we give In 'Annexure B' astatement on the matters specified In paragraphs 3 and 4 of the Order.

For Deloltte Haskins & Sells
Chartered Accountants
(Firm's Registration No.008072S)
CJ5. Rajagopal
Place : Coimbatore Partner
Date : 28 April 2016 (Membership No.23418)

Annexure to the Independent Auditors' Report

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' 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 K.P.RMILL LIMITED (‘the Company') as of 31.03.2016 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.

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 of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143 (10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated 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 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 31.03.2016 based on the internal control overfinancial 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 Defoltte Haskins & Sells
Chartered Accountants
(Firm's Registration No.008072S)
C.R. Rajagopal
Place: Coimbatore Partner
Date; 28 April 2016 (Membership No.23418)

Annexure to the Independent Auditors' Report

ANNEXURE-B TO THE INDEPENDENT AUDITORS' 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 the fixed assets.

(b) Some of the fixed assets were physically verified by the Management during the yearin accordance with a regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed / transfer deed /conveyance deed provided to us we report that the title deeds comprising all theimmovable properties of land and buildings are held in the name of the Company as at thebalance sheet date except the following:

Particulars of the Free hold land Amount (Rs.In Lakhs) Remarks
Freehold land located at Kittampalayam and Thirunelveli admeasuring 19 acres and 8 acres respectively. 66.76 The title deeds are in the name of K.P.R Spinning Mill Private Limited erstwhile Company that was merged with the Company under Section 391 to 394 of the Companies Act 1956 in terms of the approval of the Honorable High Court(s) of judicature.
Freehold land located at Arasur Pogampatti Thenkasi Thirunelveli admeasuring 40.65 acres 18.20 acres 57.63 acres and 6 acres respectively. 64.47 The title deeds are in the name of K.P.R Mill Private Limited erstwhile Company that was merged with the Company under Section 391 to 394 of the Companies Act 1956 in terms of the approval of the Honorable High Court(s) of judicature.
Freehold land located at Tirunelveli admeasuring 2 acres. 9.61 The title deeds are in the name of K.P.R Knits erstwhile Company that was out-right purchase.

Immovable properties of buildings whose title deeds have been charged as security forloans guarantees are held in the name of the Company based on the confirmations directlyreceived by us from lenders. In respect of immovable properties of land and buildings thathave been taken on lease and disclosed as fixed asset in the financial statements thelease agreements are In the name of the Company where the Company is the lessee in theagreement except the following.

Particulars of the Free holdland Amount (Rs. In Lakhs) Remarks
Leasehold land located at Perundurai admeasuring 19.83 acres. 162.14 The title deeds are in the name of K.P.R Mill Private Limited erstwhile Company that was merged with the Company under Section 391 to 394 of the Companies Act 1956 in terms of the approval of the Honorable High Court(s) of judicature.

(II) As explained to us the Inventories were physically verified during the year bythe Management at reasonable intervals and no material discrepancies were noticed onphysical verification.

(III) According to the Information and explanations given to us the Company hasgranted unsecured loans to one company covered in the register maintained under section189 of the Companies Act 2013 in respect of which:

(a) The terms and conditions of the grant of such loans are. In our opinion prlmafacie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of Interest has not beenstipulated and in the absence of such schedule we are unable to comment either on theregularity of the repayments or receipts of principal amounts and interest or whetherthere are any overdue amounts 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 us the Company has notaccepted any deposit during the year and hence compliance with the provisions of Section73 to 76 or any other relevant provisions of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 as amended with regard to the deposits accepted isnot applicable.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013 for Textile. We have broadly reviewed the costrecords maintained by the Company pursuant to the Companies (Cost Records and Audit)Rules 2014 as amended prescribed by the Central Government under sub-section (1) ofSection 148 of the Companies Act 2013 and are of the opinion that prima faciethe prescribed cost records have been made and maintained. We have however not made adetailed examination of the cast records with a view to determine whether they areaccurate or complete.

(vii) According to the information and explanations given to us. In respect ofstatutory dues:

(a) The Company has been generally regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Sales Tax Service TaxCustoms Duty Excise Duty Value Added Tax Cess and other material statutory duesapplicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax Customs Duty Excise Duty ValueAdded Tax Cess and other material statutory dues in arrears as at 31.03.2016 for a periodof more than six months from the date they became payable.

(c) Details of dues of Income-tax Service Tax and Excise Duty which have not beendeposited as on 31.03.2016 on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount Involved (Rs. In Lakhs) Amount Unpaid (Rs.in Lakhs)
Income Tax Act 1961 Income Tax Commissioner of Income Tax (Appeals) Coimbatore 2005-06 2012-13 76.67 76.67
Income Tax Act 1961 Income Tax Income Tax Appellate Tribunal Chennai 2010-11 2011-12 971.55 971.55
Finance Act 1994 Service Tax Customs Excise and Service Tax Appellate Tribunal Chennai 2004-07 27.52 27.52
Central Excise Act 1944 Excise Duty Customs Excise and Service Tax Appellate Tribunal Chennai 2005-06 3.82 3.82

(vili) In our opinion and according to the Information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to banks. TheCompany has not issued any debentures and have not made any borrowings from financialinstitutions.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) and in our opinion and according to the information andexplanations given to us the term loans have been applied by the Company during the yearfor the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the Information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xiO of theCARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Sections 188 and 177 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of CARO 2016 Order Is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring 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 registered under section 45-1 of the ReserveBank of India Act 1934.

For Deloftte Haskins & Sells
Chartered Accountants
(Firm’s Registration No.008072S)
CJL Ralagopal
Place: Coimbatore Partner
Date: 28 April 2016 (Membership No.23418)