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NOCIL Ltd.

BSE: 500730 Sector: Industrials
NSE: NOCIL ISIN Code: INE163A01018
BSE LIVE 15:47 | 23 Aug 135.20 2.25
(1.69%)
OPEN

134.00

HIGH

136.50

LOW

133.00

NSE 15:47 | 23 Aug 135.45 2.65
(2.00%)
OPEN

133.20

HIGH

136.45

LOW

133.20

OPEN 134.00
PREVIOUS CLOSE 132.95
VOLUME 134006
52-Week high 149.95
52-Week low 58.50
P/E 19.12
Mkt Cap.(Rs cr) 2,219
Buy Price 135.20
Buy Qty 2256.00
Sell Price 0.00
Sell Qty 0.00
OPEN 134.00
CLOSE 132.95
VOLUME 134006
52-Week high 149.95
52-Week low 58.50
P/E 19.12
Mkt Cap.(Rs cr) 2,219
Buy Price 135.20
Buy Qty 2256.00
Sell Price 0.00
Sell Qty 0.00

NOCIL Ltd. (NOCIL) - Auditors Report

Company auditors report

TO THE MEMBERS OF NOCIL LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of NOCIL LIMITED("the Company") which comprise the Balance Sheet as at 31st March 2017 theStatement of Profit and Loss and 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 the accountingprinciples generally accepted in India including the Accounting Standards prescribedunder section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the standalone financial statements that give a true and fair view and arefree from material misstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

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 require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the standalonefinancial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and the disclosures in thestandalone financial statements. The procedures selected depend on the auditor's judgmentincluding the assessment of the risks of material misstatement of the standalone financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thestandalone 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 standalone financial statements. We believe that the audit evidenceobtained by us is sufficient and appropriate to provide a basis for our audit opinion onthe 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 2017 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 based on our audit we report that:

a) We 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 relevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on31st March 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 A". Our report expresses an unmodified opinion onthe adequacy 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 as amended inour opinion and to the best of our information and according to the explanations given tous:

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

ii. The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone financialstatements as regards its holding and dealings in Specified Bank Notes as defined in theNotification S.O. 3407(E) dated the 8th November 2016 of the Ministry of Finance duringthe period from 8th November 2016 to 30th December 2016. Based on audit proceduresperformed and the representations provided to us by the management we report that thedisclosures are in accordance with the books of account maintained by the Company and asproduced to us by the Management.

2. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government in terms of Section 143(11) of the Act wegive in "Annexure B" a statement on the matters specified in paragraphs 3 and 4of the Order.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm‘s Registration No. 117366W/W-100018)
A. B. Jani
Partner
(Membership No. 46488)
Mumbai Dated: May 8 2017

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 NOCILLimited (the Company) as of 31 March 2017 in conjunction with our audit of the standalonefinancial 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.

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') issued by the Institute of Chartered Accountants of India andthe Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. Those Standards and the

Guidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system 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 system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting a process designed toprovide 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 March 2017 based on the internal controlover financial 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
Deloitte Haskins & Sells LLP Chartered Accountants
(Firm‘s Registration No. 117366W/W-100018)
A. B. Jani Partner
(Membership No. 46488)
Mumbai Dated: May 8 2017

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

Re: NOCIL Limited

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) In respect of its fixed assets: a) The Company has maintained proper recordsshowing full particulars including quantitative details and situation of fixed assets. b)The fixed assets were physically verified during the year by the Management in accordancewith a regular programme of verification which in our opinion provides for physicalverification of all the fixed assets at reasonable intervals. According to the informationand explanations given to us no material discrepancies were noticed on such verification.c) According to the information and explanations given to us and the records examined byus and based on the examination of the registered sale deed / transfer deed / conveyancedeed provided to us we report that the title deeds comprising all the immovableproperties of buildings which are freehold are held in the name of the Company as at theBalance Sheet date. In respect of immovable properties of land that have been taken onlease and disclosed as fixed asset in the financial statements the lease agreements arein the name of the Company where the Company is the lessee in the agreement.

(ii) As explained to us inventories were physically verified during the year by themanagement at reasonable intervals except for inventories lying with third parties whereconfirmations of inventories held by such third parties have been received and no materialdiscrepancies were noticed on physical verification.

(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.

(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 making investments as applicable. (v) According to the information andexplanations given to us the Company has not accepted any deposit during the year.

Therefore the provisions of clause (v) of the Order is not applicable.

(vi) According to the information and explanations given to us in our opinion theCompany has prima facie made and maintained the prescribed cost records pursuant to theCompanies (Cost Records and Audit) Rules 2014 as amended and prescribed by the CentralGovernment under subsection (1) of Section 148 of the Companies Act 2013. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.

(vii) According to the information and explanations given to us in respect of statutorydues: (a) The Company has generally been 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 any other material statutory duesapplicable to it with the appropriate authorities. (b) There were no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income-tax Sales-taxService Tax Customs duty Excise duty Value Added Tax cess and any other materialstatutory dues in arrears as at 31 March 2017 for a period of more than six months fromthe date they became payable.

(c) Details of dues of Income Tax Sales Tax Customs Duty and Excise Duty which havenot been deposited as on 31 March 2017 on account of disputes are given below: ( Rs inLakhs)

Name of Statute Nature of Dues Amount Period to which the amount relates Forum where dispute is pending
Central Sales Tax Act 1956 and various State Sales Tax Acts Sales Tax 5.65 2001-20022004-05 Commissioner Appeal
29.45 2008-09 Commissioner Appeal
358.71 1995-1999 2003-04 Appellate Tribunal
130.28 2011-2012 Commissioner Appeal
The Central Excise Act 1944 Excise Duty 7.48 1991-19961997-1999 Commissioner Appeals
5.20 1997-99 Commissioner Central Excise
50.43 199219972001-02 CESTAT
Chapter V of the Finance Act 1994 Service Tax 123.84 2011-2015 Appellate Tribunal
72.49 2010-20112015 Commissioner Central Excise
7.28 2013-20142014-20152016-2017 Commissioner Central Excise
0.17 2014-20152015 Commissioner Central Excise
15.61 2011-2012 Commissioner Appeals
16.34 2015-2016 Commissioner Appeals
0.63 2011-2015 Commissioner Appeals
The Custom Tariff Act 1962 Custom 20.48 2016-2017 Commissioner Appeals
4.69 2012-2013 Commissioner Appeals
Income Tax Act 1961 Income Tax 251.81 FY 1989-90FY 2011-12FY 2012 -13 Commissioner of Income – Tax Appeals.

(viii) 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 financialinstitutions banks and government. The Company has not issued any debentures.

(ix) In our opinion and according to the information and explanations given to us theterm loans have been applied by the Company for the purposes for which they were raised.The Company has not raised monies by way of initial public offer or further public offer(including debt instruments). (x) To the best of our knowledge and according to theinformation and explanations given to us no fraud by the Company and no material fraud onthe 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 the Companyhas paid managerial remuneration in accordance with the requisite approvals mandated bythe provisions of section 197 read with Schedule V to the Companies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with

Section 188 and 177 of the Companies Act 2013 where applicable for all transactionswith the related parties and the details of related party transactions have been disclosedin the financial statements etc. as required by the applicable accounting 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 the 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-IA of the ReserveBank of India Act 1934.

For
Deloitte Haskins & Sells LLP Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
A. B. Jani Partner
Mumbai Dated: May 8 2017 (Membership No. 46488)