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Maharashtra Seamless Ltd.

BSE: 500265 Sector: Metals & Mining
NSE: MAHSEAMLES ISIN Code: INE271B01025
BSE LIVE 10:03 | 12 Dec 482.05 -2.55
(-0.53%)
OPEN

482.75

HIGH

483.15

LOW

480.00

NSE 09:52 | 12 Dec 482.45 -1.20
(-0.25%)
OPEN

480.00

HIGH

483.20

LOW

477.50

OPEN 482.75
PREVIOUS CLOSE 484.60
VOLUME 191
52-Week high 512.95
52-Week low 225.00
P/E 20.97
Mkt Cap.(Rs cr) 3,230
Buy Price 479.80
Buy Qty 108.00
Sell Price 482.95
Sell Qty 58.00
OPEN 482.75
CLOSE 484.60
VOLUME 191
52-Week high 512.95
52-Week low 225.00
P/E 20.97
Mkt Cap.(Rs cr) 3,230
Buy Price 479.80
Buy Qty 108.00
Sell Price 482.95
Sell Qty 58.00

Maharashtra Seamless Ltd. (MAHSEAMLES) - Auditors Report

Company auditors report

To the Members of Maharashtra Seamless Limited

1) Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of MaharashtraSeamless Limited ('the Company') which comprise the Balance Sheet as at 31 March 2017the Statement of Profit and Loss (including other comprehensive income) the Statement ofCash Flows and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information (hereinafterreferred to as 'standalone Ind AS financial statements').

2) 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 thesestandalone Ind AS financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes the 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 standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

3) Auditors' Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based 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 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the Auditors' judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

4) Emphasis of Matter

We draw attention to note no. 2.36 (a) to the financial statements regarding of thefactors considered in the Company's assessment that the carrying amounts of theinvestments the loans and advances to certain subsidiaries associates and a jointventure are recoverable and that no loss allowance/provisions is required against thefinancial guarantees of ' 196973.86 lakhs in financial statements and note no. 2.36(b)regarding due to non-availability of financial statements of Gondkhari Coal Mining Ltd. (JV Entity) in previous years and its impaired ability to continue as Joint Venture due tocancellation of coal block by Hon'able Supreme Court Judgement we had made provision fordiminishing in Investment and the company has not considered M/s Gondkhari Coal MiningLimited for the purpose of consolidation further we draw attention note no. 2.32 to thefinancial statement during the year the company had converted loan given to subsidiarycompanies & joint venture company in to 4% perpetual cumulative preference shares.

5) Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thefinancial position of the Company as at 31 March 2017 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.

6) Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of Section 143(11) of the Act we give in theAnnexure A a statement on the matters specified in the paragraph 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 the Statement of Cash Flows andthe Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account;

d. in our opinion the aforesaid standalone Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act read with relevant rule issuedthereunder;

e. on the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 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 controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in 'Annexure B'; and

7) With respect to the other matters to be included in the Auditors' 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 standalone Ind AS financial statements. Refer to Note 2.27 to thestandalone Ind AS 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;

iv. the Company has provided requisite disclosures in its standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016 and these are in accordance with the books ofaccounts maintained by the Company. Refer to Note 2.49 to the standalone Ind AS financialstatements.

For Kanodia Sanyal & Associates
Chartered Accountants
FRN:008396N
(R.K.Kanodia)
Place: New Delhi Partner
Date: 26th May 2017 Membership no.: 016121

"Annexure A" to the Auditors' Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the Standalone Ind AS Financial Statements for the year ended 31 March 2017 we reportthat :

1) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this program certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations 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.

2) a) The management has conducted the physical verification of inventory at reasonableintervals.

b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which has been properly dealt with in the books of account were notmaterial.

3) In respect of loans secured or unsecured granted by the Company to the otherparties covered in the register maintained under section 189 of the Companies Act 2013('the Act').

(a) The Company has granted loans to eight companies. The maximum amount involvedduring the year was ' 51181.08 Lakhs the year end balance of loan granted to suchcompanies was ' 22316.26 Lakhs.

(b) In respect of loans granted by the company the interest payment are regular exceptrefer note no. 2.41 (ii & iii) to the financial statement and the principal amountsare being received/renewed on due dates.

(c) There are no overdue amounts in respect of the loan granted to a body corporatelisted in the register maintained under Section 189 of the Act.

4) 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 Act with respectto the loans and investments made providing guarantee and security.

5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable

6) We have broadly reviewed the cost records maintained by the company pursuant to theorder made by the Central Government for the maintenance of cost records u/s 148(1) ofthe Companies Act 2013 and are of opinion that prima -facie the prescribed records andaccounts have been maintained by the company. However we have not made a detailedexamination of these records to verify whether they are accurate or complete.

7) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including provident fund income taxsales tax value added tax duty of customs service tax cess and other materialstatutory dues have been generally regularly deposited during the year by the Company withthe appropriate authorities. As explained to us the Company did not have any dues onaccount of employees' state insurance and duty of excise. According to the information andexplanations given to us no undisputed amounts payable in respect of provident fundincome tax sales tax value added tax duty of customs service tax cess and othermaterial statutory dues were in arrears as at 31 March 2017 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofduty of customs which have not been deposited with the appropriate authorities on accountof any dispute. However according to information and explanations given to us thefollowing dues of income tax sales tax duty of excise service tax and value added taxhave not been deposited by the Company on account of disputes :

Nature of the Statute Nature of the Dues Amount Disputed (' in Lakhs) Forum where dispute is pending
1. Income Tax Act Demand for Income Tax 4.53 Commissioner Appeal A.Y 2009-2010
4.92 Commissioner Appeal A.Y 2010-11
428.93 ITAT A.Y 2009-10
2. Excise Duty Demand for Excise Duty 0.37 CESTST F.Y 2002-03
138.75 CESTST F.Y 2005-08
28.12 CESTST F.Y 2007-09
11.22 CESTST F.Y 2005-07
17.81 CESTST F.Y 2006-07
11.68 CESTST F.Y 2006-07
36.49 CESTST F.Y 2004-08
2.18 CESTST F.Y 2007-08
4.32 CESTST F.Y 2007-08
1.31 CESTST F.Y 2007-08
34.35 CESTST F.Y 2008-09
5.71 COMM(A) F.Y 1999-00
0.06 COMM(A) F.Y 2009-10
12.99 COMM(A) F.Y 1998-00
3.46 High Court F.Y.2005-07
4.25 High Court F.Y.2006-07
3. Sales Tax Act Demand for Sales Tax 4.65 Maharashtra Sales Tax Authority
(Appellate Tribunal) 2001-2002

8) In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to banks. The Company has not taken anyloan either from financial institutions or from the government and has not issued anydebentures.

9) The Company did not raise any 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.

10) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

11) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

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

13) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.

14) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

15) 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 persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

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

For Kanodia Sanyal & Associates
Chartered Accountants
FRN:008396N
(R.K.Kanodia)
Place: New Delhi Partner
Date: 26th May 2017 Membership no.: 016121

"Annexure B " to the Auditors' Report

1) Report on the Internal Financial Controls under Clause (i) of sub-section 3 ofSection 143 of the Companies Act 2013 ('the Act')

We have audited the internal financial controls over financial reporting of MaharashtraSeamless Limited ('the Company') as of 31 March 2017 in conjunction with our audit of thestandalone Ind AS financial statements of the Company for the year ended on that date.

2) 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 ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

3) 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 deemed to beprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 auditors' judgment including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor 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.

4) 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 authorizations of themanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

5) 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.

6) Opinion

In our opinion the Company has certain areas wherein an adequate internal financialcontrols system over financial reporting can be improvised and on the basis of ourevaluation we have identified following observation in Internal Financial Control overfinancial reporting as per 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 :-

Non availability of Audited Financials of Subsidiary JV & Associates forconsolidating financials.

Further the above mentioned issue may cause deficiency but does not have any impact ontrue and fair view of current financial statement as the same has been rectified incurrent financial year.

For Kanodia Sanyal & Associates
Chartered Accountants
FRN:008396N
(R.K.Kanodia)
Place: New Delhi Partner
Date: 26th May 2017 Membership no.: 016121