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Oxford Industries Ltd.

BSE: 514414 Sector: Industrials
NSE: N.A. ISIN Code: INE114D01015
BSE 10:26 | 01 Jan 0.78 -0.04
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OPEN 0.78
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VOLUME 1000
52-Week high 0.88
52-Week low 0.73
P/E 0.73
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.78
Sell Qty 240.00
OPEN 0.78
CLOSE 0.82
VOLUME 1000
52-Week high 0.88
52-Week low 0.73
P/E 0.73
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.78
Sell Qty 240.00

Oxford Industries Ltd. (OXFORDINDS) - Auditors Report

Company auditors report

To

The Members of OXFORD INDUSTRIES LIMITED.

Report on the Standalone Financial Statements

We have audited accompanying standalone financial statements of OXFORD INDUSTRIESLIMITED which comprise the Balance Sheet as at 31st March 2017 the statement ofProfit and Loss and the cash flow statement for the year then ended and a summary ofsignificant 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 preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 standalone financial statements that give a true andfair view and are free from material misstatement 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 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 there under and the order under section 143(11)of the Act. We conducted our audit of the financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the management as well as evaluatingthe overall 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 standalone 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 31March 2017 and Statement of Profit & Loss and its Cash Flow Statement for the yearended on that date.

Report on other Legal and regulatory Requirements

1. 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 Company has no branch office and hence the company is not required to conductaudit u/s 143(8) of the Act;

(d) 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 accounts;

(e) We draw attention to clause ‘f' of Note No. 4 to the financial statements. Nointerest has been provided on Secured Loan (Bankers/Institutions) in the financialstatements for the year. This is contrary to Accounting Standard (AS) 9 on "RevenueRecognition" issued by the Institute of Chartered Accountants of India and theaccounting policy being followed by the Company. Had this accounting policy been followedinterest charged to revenue would have been Rs. 904.90 lacs. This short provision ofInterest has resulted in loss for the year and Secured Liabilities being understated byRs. 904.90 lacs.

(f) We further draw attention to clause ‘c' of Note No.4 in the financialstatements. The Company has a net profit of Rs. 68.88 lacs (without providing interest ofRs. 904.90 lacs as mentioned at para (d) hereinabove during the year ended 31st March 2017and as of that date the Company's current liabilities (including overdue term loansworking capital loan and interest accrued and due thereon) exceeded its current assets byRs 2275 lacs and its total liabilities exceeded its total assets by Rs. 2275 lacs [withoutproviding for interest of Rs. 4539.26 lacs (Rs. 904.90 for financial year 2016-2017 Rs.785.17 for financial year 2015-2016 Rs. 677.95 for financial year 2014-2015 Rs. 589.66for financial year 2013-2014 Rs. 514.73 for financial year 2012-2013 Rs. 569.98 lacs forfinancial year 2011-2012 and Rs. 496.87 lacs for financial year 2010-11)]. These factorsalong with other matters as set forth in clause ‘c' of Note No. 4 raise doubtwhether the Company will be able to continue as a going concern. However the accounts forthe year have been prepared on the concept that Company will continue as a going concern.

(g) 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;

(h) 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;

(i) 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';

(j) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of Companies (Audit and Auditors) Rules 2014 in our opinion andto the best of our information and according to the explanation given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements – Refer to Note 4(b) & 4(c) to the financialstatements;

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company. The question of delay in transferring suchsums does not arise.

iv. The Company has provided requisite disclosure in Note No. 4(ac) to the standalonefinancial statement as to holdings as well as dealing in specified Bank Notes during theperiod from 8th November 2016 to 30th December 2016. Based on auditprocedure and relying on the management representation we report that the disclosure arein accordance with books of accounts maintained by the Company and as produced to us bythe management.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure ‘B' a statement on the matters specified in theparagraph 3 and 4 of the Order.

For RANK & ASSOCIATES

Chartered Accountants

Firm Registration No.: 105589W
Amit Kumar Agarwal
Date: 30th May 2017 Partner
Place: Mumbai Membership No.: 141390

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT OF OXFORD INDUSTRIES LIMITED

(Referred to in paragraph 1(i) 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 OxfordIndustries Limited ("the Company") as of March 31 2017 in conjunction with ouraudit of the financial 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.

Auditor's 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 Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate 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.

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.

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 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 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 March 31 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 RANK & ASSOCIATES

Chartered Accountants

Firm Registration No.: 105589W
Amit Kumar Agarwal
Date: 30th May 2017 Partner
Place: Mumbai Membership No.: 141390

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT OF OXFORD INDUSTRIES LIMITED

(Refer to in paragraph (2) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date) The Annexure B referred to inIndependent Auditor's Report to the members of the Company on the Standalone FinancialStatement for the year ended 31st March 2017 we report that:

i. (a) According to the information and explanation given to us and based on recordsproduced before us we are of the opinion that the Company has maintained proper recordsshowing full particulars including quantitative details and situation of fixed assets.

(b) According to the information and explanation given to us all the fixed assetshave been physically verified by the management in a phased periodical manner which inour opinion is reasonable having regard to the size of the Company and nature of itsassets. No material discrepancies were noticed on such physical verification.

(c) According to the information and explanation given to us and based on the recordsproduced before us the title deed of immovable properties are held in the name of thecompany.

ii. According to the information and explanation given to us during the year theCompany was not having any manufacturing facilities & business activity. Accordinglyit does not hold any physical inventories during the year. Thus paragraph 3 (ii) of theOrder is not applicable to the company.

iii. According to the information and explanation given to us the Company has notgranted any secured/unsecured loans to companies firms or other parties listed in theregister maintained under section 189 of the Companies Act 2013.

iv. According to the information and explanation given to us the Company has notgranted any loans made investments or provided guarantees and hence reporting underclause (iv) of CARO 2016 is not applicable.

v. According to the information and explanations given to us the Company has notaccepted any deposit from the public to which the directives issued by the Reserve Bank ofIndia and the provisions of section 73 to 76 or any other relevant provisions of the Actand the Companies (Acceptance of Deposit) Rules 2014 as amended would apply.Accordingly paragragh 3(v) of the Order is not applicable to the Company.

vi. According to the information and explanation given to us during the year theCompany was not having any manufacturing facilities & business activity. Accordinglythe Company is not required to maintain the cost records pursuant to the Companies (CostRecords and Audit) Rules 2014 prescribed by the Central Government under Section 148(1)of the Companies Act 2013.

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 Wealth TaxService Tax duty of Customs Duty of Excise Value Added Tax Cess and other materialstatutory dues applicable to it to the appropriate authorities. According to theinformation and explanations given to us no undisputed amounts payable in respect of theaforesaid dues were outstanding as at March 31 2017 for a period of more than six monthsfrom the date of becoming payable.

(b) Details of dues of Income Tax Sales Tax Wealth Tax Service Tax duty of CustomsDuty of Excise Value Added Tax Cess which have not been deposited as on March 31 2017on account of disputes are given below:

Name of the Statute Nature of the dues Amount (Rs.) Period Forum
Gujarat VAT Act 2003 Tax liability on Regular Assessment 13.87 Lacs F.Y. 2008-09 DC (Appeals)
Income Tax Act 1961 Tax liability on Regular Assessment 7.75 Lacs F.Y. 2005-06 Commissioner Appeals

viii. (a) The Company has accumulated losses of Rs. 3451.31 lacs without providing forinterest of Rs. 4539.26 lacs [(Rs. 904.90 for financial year 2016-2017 Rs. 785.17 forfinancial year 2015-2016 Rs. 677.95 for financial year 2014-2015 Rs. 589.66 forfinancial year 2013-2014 Rs. 514.73 for financial year 2012-2013 Rs. 569.98 lacs forfinancial year 2011-2012 and Rs. 496.87 lacs for financial year 2010-11)] as mentioned atclause (e) of our Audit Report hereinbefore at the end of the current year [Previous yearaccumulated loss Rs. 3520.19 lacs] which is more than its entire net worth. During theyear the Company has reported cash loss of Rs. NIL without providing interest of Rs.904.90 lacs.

(b) Based on our audit procedures and on the basis of information and explanation givento us by the management and in view of the restructuring proposal sanctioned by the CDRcell and the individual lenders we understand that the Company has defaulted in repaymentof dues to banks and financial institutions and legal action under the Securitisation andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESIAct 2002) was initiated by the Lead Bank. The Lead Bank has during the financial year2011-12 auctioned the secured assets held in its possession and the Company had made noprovision for interest of Rs. 904.90 lacs (previous year Rs. 785.17 lacs) accrued and duefor the year on secured loan.

(c) In our opinion and according to the information and the explanations given to usthe Company has not given any guarantee for loans taken by others from banks or financialinstitutions except counter guarantee given by the Company to Gujarat IndustrialDevelopment Corporation in respect of loan sanctioned by financial institutions to BharuchEco Acqua Infrastructure Limited (now known as Narmada Clean Tech Ltd.). According toinformation and explanation provided to us the terms and conditions are not prima faciepre judicial to the interest of the Company.

ix. According to the information and explanation given to us the Company did not raiseany money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Accordingly paragraph 3 (ix) of the Order isnot applicable.

x. During the course of our examination of the books of accounts carried in accordancewith the generally accepted auditing standards in India we have neither come across anyinstance of fraud on or by the company by its officers or employees either noticed orreported during the year nor have we been informed of such case by the management.

xi. In our opinion and according to the information and explanations given to us theCompany has not paid/ not provided any managerial remuneration in accordance withprovisions of section 197 read with Schedule V to the Companies Act 2013.

xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company as specified in the Nidhi Rules 2014 and hence reportingunder clause (xii) of Paragraph 3 of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to usthere are no related party transaction during the year as provided in accordance withSection 177 and 188 of the Companies Act 2013.

xiv. According to the information and explanation given to us during the year theCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is notapplicable 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-I of the ReserveBank of India Act 1934.

For RANK & ASSOCIATES

Chartered Accountants

Firm Registration No.: 105589W
Amit Kumar Agarwal
Date: 30th May 2017 Partner
Place: Mumbai Membership No.: 141390