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PC Jeweller Ltd.

BSE: 534809 Sector: Consumer
NSE: PCJEWELLER ISIN Code: INE785M01013
BSE LIVE 15:44 | 17 Nov 362.85 15.95
(4.60%)
OPEN

353.00

HIGH

367.00

LOW

352.15

NSE 15:50 | 17 Nov 362.90 16.10
(4.64%)
OPEN

352.05

HIGH

366.95

LOW

351.45

OPEN 353.00
PREVIOUS CLOSE 346.90
VOLUME 178479
52-Week high 398.70
52-Week low 159.35
P/E 28.41
Mkt Cap.(Rs cr) 14,309
Buy Price 0.00
Buy Qty 0.00
Sell Price 362.85
Sell Qty 295.00
OPEN 353.00
CLOSE 346.90
VOLUME 178479
52-Week high 398.70
52-Week low 159.35
P/E 28.41
Mkt Cap.(Rs cr) 14,309
Buy Price 0.00
Buy Qty 0.00
Sell Price 362.85
Sell Qty 295.00

PC Jeweller Ltd. (PCJEWELLER) - Auditors Report

Company auditors report

TO THE MEMBERS OF PC JEWELLER LIMITED

Report on the standalone financial statements

1. We have audited the accompanying standalone financial statements of PC JewellerLimited (the ‘Company') which comprise the Balance Sheet as at 31 March 2017 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Management's responsibility for the standalone financial statements

2. 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 state ofaffairs (financial position) profit or loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (‘Ind AS') specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring 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.

Auditors' responsibility

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

4. 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.

5. 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 whetherthese standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial controls 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 the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on these standalone financial statements.

Opinion

8. 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 including Ind AS specified under Section133 of the Act of the state of affairs (financial position) of the Company as at 31 March2017 its profit (financial performance including other comprehensive income) its cashflows and the changes in equity for the year ended on that date.

Other matter

9. The Company had prepared separate sets of statutory financial statements for theyear ended 31 March 2016 and

31 March 2015 in accordance with Accounting Standards prescribed under Section 133 ofthe Act read with Rule 7 of the Companies (Accounts) Rules 2014 (as amended) on which weissued auditor's reports to the shareholders of the Company dated 30 May 2016 and 14 May2015 respectively. These financial statements have been adjusted for the differences inthe accounting principles adopted by the Company on transition to Ind AS which have alsobeen audited by us. Our opinion is not modified in respect of this matter.

Report on other Legal and regulatory requirements

10. As required by the Companies (Auditor's Report) Order 2016 (the ‘Order')issued by the Central Government of India in terms of Section 143(11) of the Act we givein the Annexure A a statement on the matters specified in paragraphs 3 and 4 of theOrder.

11. Further to our comments in Annexure A as required by Section 143(3) of the Act wereport 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 standalone financial statements dealt with by this report are in agreement withthe books of account;

d) in our opinion the aforesaid standalone financial statements comply with Ind ASspecified under Section 133 of the Act;

e) on the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2017 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as on 31 March 2017 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 25 May 2017 as per Annexure B expressed unmodified opinion; 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 (as amended) inour opinion and to the best of our information and according to the explanations given tous:

i. the Company as detailed in note 46 to the standalone financial statements hasdisclosed the impact of pending litigations on its financial position;

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; and

iv. the Company has provided disclosures in Note 44 to the financial statementsregarding holdings as well as dealings in Specified Bank Notes during the period from 8November 2016 to 30 December 2016. Based on the audit procedures performed and taking intoconsideration the information and explanations given to us in our opinion the totalreceipts total payments and total amount deposited in banks are in accordance with thebooks of account maintained by the Company. However in the absence of sufficientappropriate audit evidence we are unable to comment upon the appropriateness ofclassification between Specified Bank Notes and other denomination notes of‘Permitted receipts' ‘Non-permitted receipts' ‘Permitted payments' and‘Amount deposited in banks' as disclosed under such note.

For Walker chandiok & co LLP For sharad Jain associates
Chartered Accountants Chartered Accountants
Firm Registration No. 001076N/N500013 Firm Registration No. 015201N
Sd/- Sd/-
per anupam Kumar per sharad Jain
Partner Partner
Membership No. 501531 Membership No. 83837
address: L 41 Connaught Circus address: 213 Hans Bhawan
New Delhi – 110001 1 Bahadur Shah Zafar Marg
Delhi – 110002
Place: New Delhi
Date: 25 May 2017

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

Of even date to the members of PC Jeweller Limited on the Standalone FinancialStatements for the year ended 31 March 2017 annexure a

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe 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 during the yearand no material discrepancies were noticed on such verification. In our opinion thefrequency of verification of the fixed assets is reasonable having regard to the size ofthe Company and the nature of its assets.

(c) The title deeds of all the immovable properties (which are included under the head‘Property plant and equipment') are held in the name of the Company.

(ii) In our opinion the management has conducted physical verification of inventory atreasonable intervals during the year except for stocks lying with third parties. Forstocks lying with third parties at the year-end written confirmations have been obtainedby the management. No material discrepancies were noticed on the aforesaid verification.

(iii) The Company has granted unsecured loans to companies covered in the registermaintained under Section 189 of the Act; and with respect to these loans:

(a) in our opinion the terms and conditions of grant of such loans are not primafacie prejudicial to the Company's interest;

(b) the schedule of repayment of principal and payment of interest has been stipulatedand the repayment/receipts of the principal amount and the interest are regular; and

(c) there is no overdue amount in respect of loans granted to such companies.

(iv) In our opinion the Company has complied with the provisions of Sections 185 and186 of the Act in respect of loans investments guarantees and security.

(v) In our opinion the Company has complied with the directives issued by the ReserveBank of India the provisions of Sections 73 to 76 and other relevant provisions of theAct and the Companies (Acceptance of Deposits) Rules 2014 (as amended) as applicablewith regard to the deposits accepted. According to the information and explanations givento us no order has been passed by the Company Law Board or National Company Law Tribunalor Reserve Bank of India or any Court or any other Tribunal in this regard.

(vi) The Central Government has not specified maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company's products. Accordinglythe provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales tax service tax duty of customs duty of excise valueadded tax cess and other material statutory dues as applicable have generally beenregularly deposited to the appropriate authorities though there has been a slight delayin a few cases and except for significant delay in payment of advance tax under theIncome-tax Act 1961. Further no undisputed amounts payable in respect thereof wereoutstanding at the year-end for a period of more than six months from the date they becamepayable.

(b) The dues outstanding in respect of income-tax sales tax service tax duty ofcustoms duty of excise and value added tax on account of any dispute are as follows:

STATEMENT OF DISPUTED DUES

Name of the statute Nature of dues Amount (Rs. in crores) Amount paid under protest (Rs. in crores) Period to which the amount relates Forum where dispute is pending
Income-tax Act 1961 Income-tax 0.16 0.02 Assessment Year 2008-09 Commissioner of Income-tax (Appeals)
Income-tax Act 1961 Income-tax 0.19 0.03 Assessment Year 2009-10 Commissioner of Income-tax (Appeals)
Income-tax Act 1961 Income-tax 0.04 - * Assessment Year 2010-11 Commissioner of Income-tax (Appeals)
Income-tax Act 1961 Income-tax 0.38 Nil Assessment Year 2011-12 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 0.21 Nil Assessment Year 2012-13 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 0.85 0.12 Assessment Year 2013-14 Commissioner of Income-tax (Appeals)
Income-tax Act 1961 Income-tax 4.43 0.67 Assessment Year 2014-15 Commissioner of Income-tax (Appeals)

* rounded off to nil

(viii) The Company has not defaulted in repayment of loans or borrowings to anyfinancial institution or a bank or any dues to debenture-holders during the year. Furtherthe Company did not have any loans or borrowings payable to the government.

(ix) The Company did not raise moneys by way of initial public offer/ further publicoffer (including debt instruments). In our opinion the term loans were applied for thepurposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordancewith the requisite approvals mandated by the provisions of Section 197 of the Act readwith Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable Ind AS.

(xiv) During the year the Company has made preferential allotment of compulsorilyconvertible preference shares and compulsorily convertible debentures. In respect of thesesecurities in our opinion the Company has complied with the requirement of Section 42 ofthe Act and the Rules framed thereunder. Further in our opinion the amounts so raisedhave been used for the purposes for which the funds were raised.

(xv) In our opinion the Company has not entered into any non-cash transactions withthe directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For Walker chandiok & co LLP For sharad Jain associates
Chartered Accountants Chartered Accountants
Firm Registration No. 001076N/N500013 Firm Registration No. 015201N
Sd/- Sd/-
per anupam Kumar per sharad Jain
Partner Partner
Membership No. 501531 Membership No. 83837
address: L 41 Connaught Circus address: 213 Hans Bhawan
New Delhi – 110001 1 Bahadur Shah Zafar Marg
Delhi – 110002
Place: New Delhi
Date: 25 May 2017

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

Of even date to the members of PC Jeweller Limited on the Standalone FinancialStatements for the year ended 31 March 2017 annexure B

INDEPENDENT AUDITORS' REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OFSUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 (THE ‘ACT')

1. In conjunction with our audit of the standalone financial statements of PC JewellerLimited (the ‘Company') as of and for the year ended 31 March 2017 we have auditedthe internal financial controls over financial reporting (‘IFCoFR') of the Company asof that date.

Management's responsibility for internal financial controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance note on Audit of Internal Financial Controls over FinancialReporting (the ‘Guidance Note') issued by the Institute of Chartered Accountants ofIndia (the ‘ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of the Company's business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing (the‘Standards') issued by the ICAI and deemed to be prescribed under section 143(10) ofthe Act to the extent applicable to an audit of IFCoFR and the Guidance Note issued byICAI. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate IFCoFR were established and maintained and if such controls operated effectivelyin all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of internal financial controls over financial reporting

6. A company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A Company'sIFCoFR 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

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March 2017 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note issued by ICAI.

For Walker chandiok & co LLP For sharad Jain associates
Chartered Accountants Chartered Accountants
Firm Registration No. 001076N/N500013 Firm Registration No. 015201N
Sd/- Sd/-
per anupam Kumar per sharad Jain
Partner Partner
Membership No. 501531 Membership No. 83837
address: L 41 Connaught Circus address: 213 Hans Bhawan
New Delhi – 110001 1 Bahadur Shah Zafar Marg
Delhi – 110002
Place: New Delhi
Date: 25 May 2017