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Nilkamal Ltd.

BSE: 523385 Sector: Industrials
NSE: NILKAMAL ISIN Code: INE310A01015
BSE LIVE 15:57 | 18 Aug 1648.15 -17.80
(-1.07%)
OPEN

1665.00

HIGH

1677.75

LOW

1627.75

NSE 15:53 | 18 Aug 1648.10 -17.10
(-1.03%)
OPEN

1665.00

HIGH

1677.90

LOW

1625.15

OPEN 1665.00
PREVIOUS CLOSE 1665.95
VOLUME 4570
52-Week high 2274.85
52-Week low 1176.70
P/E 22.53
Mkt Cap.(Rs cr) 2,459
Buy Price 1648.15
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1665.00
CLOSE 1665.95
VOLUME 4570
52-Week high 2274.85
52-Week low 1176.70
P/E 22.53
Mkt Cap.(Rs cr) 2,459
Buy Price 1648.15
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00

Nilkamal Ltd. (NILKAMAL) - Auditors Report

Company auditors report

TO THE MEMBERS OF NILKAMAL LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Nilkamal Limited("the Company") which comprise the Balance Sheet as at 31st March 2016 theStatement of Profit and Loss the Cash Flow 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 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 and cash flows 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 the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments 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 standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditors’ 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.

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 financial statements are free from material misstatement.

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 ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company’s Directors as well as evaluating theoverall presentation of the standalone 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 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order 2016 (‘theOrder’) issued by the Central Government of India in terms of sub-section (11) ofSection 143 of the Act we give in the Annexure A a statement on the matters specified inthe paragraphs 3 and 4 of the Order to the extent applicable. As required by Section 143(3) of the Act we report that:

(a) W e have sought and obtained all the information and explanations which to thebest of 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 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 31stMarch 2016 taken on record by the Board of Directors none of the Directors aredisqualified as on 31 March 2016 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 the Annexure B; and

(g) 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:

1. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements – Refer Note 27(a) to the standalonefinancial statements;

2. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

3. There has been no delay in transferring amounts required to be transferred to theEducation and Protection Fund by the Company during the year ended 31st March 2016.

For B S R & Co. LLP For Vora & Associates
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101248W/W-100022 Firm’s Registration No: 111612W
Sadashiv Shetty Bharat B. Chovatia
Partner Partner
Membership No: 048648 Membership No.: 031756
Mumbai Mumbai
May 14 2016 May 14 2016

Annexure A to the Independent Auditors’ Report – 31st March 2016

With reference to the Annexure A referred to in the Independent Auditors’ Reportto the members of the Company on the standalone financial statements for the year ended31st March 2016 we report the following:

(i) (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 the fixed assets are verified by the management according to a phased programmedesigned to cover all the items over a period of three years. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. In accordance with the programme the Company hasphysically verified certain fixed assets during the year and we are informed that nomaterial 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 asdisclosed in Note 10 to the standalone financial statements are held in the name of theCompany other than those disclosed in the table below:

Asset class No of cases Gross Block Net block Remarks
(Rs. in Lacs) (Rs. in Lacs)
Freehold land Buildings 1 0.68 0.68 Pending completion of the relevant formalities of some of the fixed assets which vested in the Company pursuant to the scheme of amalgamation such assets continue to be in the name of the erstwhile amalgamated companies
36 375.23 301.17

(ii) The inventory except for goods in transit and stocks lying with third partieshas been physically verified by the management at reasonable intervals during the year. Inour opinion the frequency of such verification is reasonable. In respect of stocks lyingwith third parties at the year-end written confirmations have been obtained. Thediscrepancies noticed on verification between the physical stocks and the book recordswere not material and have been adequately dealt with in books of account.

(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 (‘the Act’). Accordingly paragraphs 3 (iii) (a) and (b) ofthe Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to us theCompany has not granted any loans or made any investments or provided any guarantees orsecurity to the parties covered under Section 185 of the Act. The Company has compliedwith the provisions of Section 186 of the Act in respect of the investments made.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia and the provisions of Sections 73 to 76 or any other relevant provisions of the Actand the rules framed thereunder. Accordingly paragraph 3(v) of the Order is notapplicable to the Company.

(vi) W e have broadly reviewed the books of account maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148 (1) of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. However we have not made a detailedexamination of the records with a view to determine whether they are accurate or complete.

(vii) (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 Employees’State Insurance Income-tax Sales-tax Service tax Duty of Customs Duty of ExciseValue added tax cess and other material statutory dues have been generally regularlydeposited during the year by the Company with the appropriate authorities. According tothe information and explanations given to us no undisputed amounts payable in respect ofProvident fund Employees’ State Insurance Income-tax Sales-tax Service tax Dutyof Customs Duty of Excise Value added tax cess and other material statutory dues werein arrears as at 31st March 2016 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us there are no dues ofIncome-tax Sales tax Service tax Duty of Customs Duty of Excise and Value added tax asat 31st March 2016 which have not been deposited with the appropriate authorities onaccount of any dispute except as stated below:

Name of the statute Nature of dues Amount * (Rs. in Lacs) Period to which the amount relates Forum where dispute is the pending
Central Sales Tax Act and Local Sales Tax of various states Central Sales Tax and Local Sales Tax (including Value Added Tax) - 2001-2002 to 2004-2005 Supreme Court
35.22 2008-2009 High Court
667.71 2012-13 High Court
220.44 2005-2006 2007- 2008 2010 to 2015 Commissioner - Appeals
Central Excise Act 1944 Excise Duty 4.81 1999-200 High Court
22.95 2002-2007 Customs Excise & Service tax Appellate tribunal ("CESTAT")
156.14 June 2009 to September 2014 Commissioner – Appeals
12.00 June 2010 to February 2011 Commissioner – Appeals
10.00 2008-2013 Commissioner -Appeals
Finance Act 1994 Service Tax 0.81 2007 to 2012 Commissioner -Appeals
Income Tax Act 1961 Tax deducted at source Penalty for non- disclosure of expense 3.39 2010-11 CIT (Appeals)
0.77 2010 to 2012 CIT (Appeals)

* Amount is net of payments made under dispute.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to banks. The Companydoes not have any loans or borrowings from financial institutions or government or dues todebenture holders during the year.

(ix) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not raised any moneys by way ofinitial public offer or further public offer (including debt instruments) and has notobtained any term loans during the year. Accordingly paragraph 3(ix) of the Order is notapplicable to the Company.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

(xi) In our opinion and according to the information and explanations given to us themanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of Section 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 and the Nidhi Rules 2014 are not applicable to it.Accordingly paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to usthe Company has entered into transactions with related parties in compliance with theprovisions of Sections 177 and 188 of the Act where applicable and the details of suchrelated party transactions have been disclosed in the standalone financial statements asrequired by Accounting Standard (AS) 18 Related Party Disclosures specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

(xiv) 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. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP For Vora & Associates
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101248W/W-100022 Firm’s Registration No: 111612W
Sadashiv Shetty Bharat B. Chovatia
Partner Partner
Membership No: 048648 Membership No.: 031756
Mumbai Mumbai
May 14 2016 May 14 2016

Annexure B to the Independent Auditors’ Report of even date on the StandaloneFinancial statements of Nilkamal Limited – 31st March 2016 Report on the InternalFinancial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act2013 ("the Act")

We have audited the internal financial controls over financial reporting of the Companyas of 31st March 2016 in conjunction with our audit of the standalone financialstatements 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 (‘ICAI’). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

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 Act to the extent applicable to an auditof internal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe 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 auditors’ judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of standalone financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company’s assets that could have a material effect on thestandalone 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 2016 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 B S R & Co. LLP For Vora & Associates
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101248W/W-100022 Firm’s Registration No: 111612W
Sadashiv Shetty Bharat B. Chovatia
Partner Partner
Membership No: 048648 Membership No.: 031756
Mumbai Mumbai
May 14 2016 May 14 2016