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Naga Dhunseri Group Ltd.

BSE: 538369 Sector: Financials
NSE: NDGL ISIN Code: INE756C01015
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Naga Dhunseri Group Ltd. (NDGL) - Auditors Report

Company auditors report

TO THE MEMBERS OF

NAGA DHUNSERI GROUP LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Naga Dhunseri GroupLimited ("the Company") which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information. Management'sResponsibility 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 to give a true and fair view of the financialposition financial performance and cash flow 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 of the assets of the Companyand for preventing and detecting frauds and other irregularities : selection andapplication of appropriate accounting policies; making Judgements 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 financial 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.

We have taken into account the provisions of the Act and the Rules made thereunderIncluding the accounting standards and matters which are required to be included in theaudit report.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements 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 theauditors' judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to error or fraud. 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 reasonableness of the accountingestimates made by the Company’s Directors as well as evaluating the overallpresentation of the financial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide basis for our audit opinion on thestandalone 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 March 31. 2017. its Drofit and its cash flow for the vear ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act (hereinafterreferred to as the "Order") and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information andexplanations given to us we give in the Annexure 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 purpose 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 specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

e. On the basis of the written representations received from the Directors as on March312017 taken on record by the Board of Directors none of the Directors is disqualifiedas on March 312017 from being appointed as a Director In terms of Section 164(2) of theAct.

f. Our report on adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls has been stated inAnnexure B and

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 knowledge and belief and according to the Information andexplanations given to us :

i) The Company has no pending litigation as on 31st March 2017.

ii) The Company has made neither any long term contract not any derivalive contract.

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 financial statements as toits holding as well as dealing in specified Bank notes during the period from 8th Novemberto 30th December 2016 based on auditing procedure we report that disclosure are inaccordance with Books of Accounts maintained by the Company as provided to us by themanagement Refer Note no. 35.

For S. S. KOTHARI & CO.

Chartered Accountants

Firm Registration No. 302034E
21 Old Court House Street R. K. ROY CHAUDHURY
Kolkata-700 001

Partner

Dated : The 30th day of May 2017 Membership No. 008816

ANNEXURE - A TO THE AUDITORS’ REPORT

As referred to in paragraph I of our Report on "Other Legal and RegulatoryRequirements" we state that:

i. (a) The Company has maintained proper records to show full particulars includingquantitative details and

situation of its property plant and equipments.

(b) These property plant and equipments have been physically verified by themanagement according to a programme designed to cover all the items over a period of oneyear which in our opinion 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 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.

ii. (a) The Company is an Investment Company. The physical verification of itsinventory of shares & securities has

been conducted at reasonable intervals.

(b) The procedures of physical verification followed up by the Company is reasonableand adequate in relation to the size of the Company and the nature of its business.

(c) No discrepancies has been noticed on such physical verification as compared to BookRecord.

iii. (a) The Company has granted unsecured loan to a Company. The Company has notgranted loans to Firms

Limited Liability Partnership or other parties covered in the register maintained underSection 189 of the Act.

(b) The terms and conditions of the grant of such loan is not prejudicial to theinterest of the Company.

(c) The loan is repayable on demand.

(d) No amount of the loan is overdue.

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 Companies Act withrespect to loans and investments made.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of Section 73 toSection 76 of the Act and the Rules framed thereunder.

vi. The Company is an Investment Company and therefore maintenance of the cost recordsprescribed by the Central Government under clause (d) of Sub-section (1) of Sec. 148 ofthe Act is not applicable to the Company.

vii. (a) According to the information and explanation given to us and on the basis ofrecords of the Company

examined by us in our opinion the Company is regular in depositing with theappropriate authority undisputed statutory dues including provident fund employees’state insurance income tax sales tax service tax duty of custom duty of excise valueadded tax and cess and other material statutory dues applicable to it.

There is no arrears outstanding statutory dues as at the last day of the financial yearfor a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given and on the basis of recordsexamined by us there are no dues of Sales Tax or Service Tax or duty of Customs or valueadded tax which have not been deposited on account of any dispute.

viii. According to the information and explanations given and on the basis of recordsexamined by us we are of the opinion that the Company has not defaulted in repayment ofdues to any bank. The Company has not taken loan from any financial institution or raisedany money through issue of Debentures.

ix. According to information and explanations given to us in our opinion the termloans taken have been applied for the purpose for which they were obtained. During theyear Company has not raised money by way of initial Public Offer or further Public Offer.

x. During the course of examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India and according tothe information and explanation given to us no fraud by the Company or any fraud on theCompany by its officers or employees has been noticed or reported during the course of ouraudit.

xi. 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.

xii. 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.

xiii. 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 financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanations given 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.

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

xvi. The Company is registered under section 45-IA of the Reserve Bank of India Act1934.

For S. S. KOTHARI & CO.
Chartered Accountants
Firm Registration No. 302034E
21 Old Court House Street R. K. ROY CHAUDHURY
Kolkata-700 001 Partner
Dated : The 30th day of May 2017 Membership No. 008816

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 NagaDhunseri Group Ltd. ("the Company") as of 31st March 2017 in conjunction withour audit 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 ('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 company's policies the safeguarding of its assets theprevention 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.

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 extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial Controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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 system over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor’s judgment including the assessment of therisks of material 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 controlssystem of financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s Internal financial control over financial reporting is a processdesigned to the reasonable assurance regarding the reliability of financial reporting andthe preparation 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 unauthorized 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 31st March 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 S. S. KOTHARI & CO.
Chartered Accountants
Firm Registration No. 302034E
21 Old Court House Street R. K. ROY CHAUDHURY
Kolkata-700 001 Partner
Dated : The 30th day of May 2017 Membership No. 008816