Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Nile Limitedwhich comprise the Balance Sheet as at March 31 2017 the Statement of Profit and Lossthe Cash Flow Statement and the statement of changes in equity for the year then endedand a summary of 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 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 cash fl ows and the statement of changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on ouraudit.
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 financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The procedures selected depend onthe auditor's judgement including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company's preparation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of 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 financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2017 and its profit its cash fl ows and the statement of changes in equity forthe year ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2016 ( the order )issued by the Central Government of India in terms of Subsection 11 of Section 143 of theCompanies Act 2013 we give in the Annexure-A a statement on the matters specified inparagraphs 3 and 4 of the order to the extent applicable.
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 Cash Flow Statement andthe statement of changes in equity dealt with by this Report are in agreement with thebooks of account.
(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.
(e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st 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".
(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 impact of pending litigation in Notes on FinancialStatements under Commitments and contingent liabilities not provided for in respectof disputed matters'.
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 financial statements as toholdings as well as dealings in Specified Bank Notes during the period November 08 2016to December 30 2016 and these are in accordance with the books of account maintained bythe company.
Annexure-A to the Auditor's Report dated May 29 2017 issued to the Members of NileLimited
As required by the Companies ( Auditor's Report ) Order 2016 issued by theCentral Government of India in terms of Subsection (11) of section 143 of the CompaniesAct 2013 (18 of 2013 ) and on the basis of such checks as we considered appropriate wefurther report that:
(i) (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management according to aphased programme designed to cover all assets on rotation basis. In respect of assetsverified according to this programme which is reasonable no material discrepancies werenoticed.
(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 the immovable property areheld in the name of the company.
(ii) The inventory has been physically verified by the management at reasonableintervals and in our opinion the frequency of verification is reasonable. No materialdiscrepancies were noticed in physical verification between the physical stocks and thebook stocks
(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013. Hence our comments on sub-clause (a) (b) and (c)of clause (iii) of paragraph 3 of the order are Nil. (iv) The company has not given anyloans guarantees or security to which provisions of section 185 and 186 of the CompaniesAct 2013 are applicable.
(v) In our opinion and according to the information and explanation given to us withregard to the deposits accepted the company has complied with the directives issued bythe Reserve Bank of India and the provisions of sections 73 to 76 and other relevantprovisions of the Companies Act 2013 and the rules framed thereunder. No order has beenpassed by the Company law board or National Company Law Tribunal or Reserve Bank of Indiaor any Court or any other Tribunal against this Company in any matter relating to thedeposits accepted by the company.
(vi) As per the information and explanation furnished to us maintenance of Costrecords has been specified by the Central Government U/s. 148(1) of the Act for thisCompany and we are of the opinion that the prescribed accounts and records have been madeand maintained by the Company. However we have not conducted any audit of the same.
(vii) (a) According to the information and explanations given to us and on the basis ofour examination of records of the company amounts deducted or accrued in the books ofaccount in respect of undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of customs duty ofexcise value added tax cess and other material statutory dues have been regularlydeposited during the year by the company with the appropriate authorities and there are nosuch amounts outstanding due for a period of more than six months as at the Balance Sheetdate.
(b) According to the information and explanations given to us no disputed dues ofincome tax or duty of customs or duties of excisewere pending payment. Following are thedetails of statutory dues which have not been deposited on account of disputes:
|Name of the statute ||Nature of dues ||Amount (Rs in lakhs) ||Period to which the amount relates ||Forum where dispute is pending ||Remarks |
|Service Tax ||Service tax interest and penalty ||2.35 ||April 2007 to March 2009 ||Commissioner (Appeals) ||An amount of Rs.1.47 lakhs has been paid under protest |
|APVAT Act 2005 ||Sales tax ||9.06 ||June 2014 to March 2015 ||The Appellate Deputy Commissioner (CT) Kurnool ||An amount of Rs.7.27 lakhs has been paid under protest |
|APVAT Act 2005 ||Penalty under APVAT ||2.46 ||June 2014 to March 2015 ||The Appellate Deputy Commissioner (CT) Kurnool ||An amount of Rs 0.31 lakhs has been paid under protest |
(viii) In our opinion and according to the information and explanation given to us theCompany has not defaulted in repayment of loans or borrowings from financial institutionsbank and Government. The Company has not issued debentures.
(ix) During the year no money was raised by way of initial public offer or furtherpublic offer (including debt instruments) by the company. (x) On the basis of informationand explanations give to us no material fraud by the company or on the Company by itsofficers or employees has been noticed or reported during the year.
(xi) According to the information and explanations given to us and based on ourexamination of the records of the company the company has paid or provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Companies Act. (xii) In our opinion and accordingto the information and explanations given to us the company is not a Nidhi company.Accordingly paragraph 3 (xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on ourexamination of records of the company transactions with the related parties are incompliance with sections 177 and 188 of Companies Act 2013 where applicable and thedetails of such transactions have been disclosed in the Financial Statements as requiredby the applicable accounting standards.
(xiv) The company has not made any preferential allotment / private placement ofshares/fully or partly convertible debentures during the year under review. Hencecompliance to the provision of section 42 of Companies Act 2013 is not applicable.
(xv) According to the information and explanations given to us and based on ourexamination of records the company has not entered into any non-cash transactions withdirectors or persons connected with them. Accordingly paragraph 3 (xv) of the Order is notapplicable. Hence compliance to the provision of section 192 of Companies Act 2013 isnot applicable (xvi) According to the information and explanations given to us and basedon our audit the company is not required to be registered under section 45-IA of theReserve Bank . of India Act 1934.
Annexure - B to the Auditors' Report
Report on the Internal Financial Controls over Financial Reporting in terms of Clause(i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act").
We have audited the Internal Financial Controls over financial reporting of NileLimited (the Company') as of March 31 2017 in conjunction with our audit of thefinancial 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 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.
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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 (i) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly refl ect the transactions anddispositions of the assets of the company; (ii) 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 ofmanagement and directors of the company; and (iii) 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.
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 Financial Control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
| ||For Gokhale & Co |
| ||Chartered Accountants |
| ||Firm Regn. No 000942S |
| ||Sd/- |
| ||Chandrashekhar Gokhale |
| ||Partner |
|Date : 29.05.2017 ||Membership No 023839 |