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Pentokey Organy (India) Ltd.

BSE: 524210 Sector: Industrials
NSE: N.A. ISIN Code: INE702E01015
BSE 15:24 | 16 Feb 18.75 -0.95
(-4.82%)
OPEN

18.75

HIGH

18.75

LOW

18.75

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 18.75
PREVIOUS CLOSE 19.70
VOLUME 300
52-Week high 27.75
52-Week low 8.63
P/E
Mkt Cap.(Rs cr) 12
Buy Price 18.75
Buy Qty 200.00
Sell Price 19.70
Sell Qty 1000.00
OPEN 18.75
CLOSE 19.70
VOLUME 300
52-Week high 27.75
52-Week low 8.63
P/E
Mkt Cap.(Rs cr) 12
Buy Price 18.75
Buy Qty 200.00
Sell Price 19.70
Sell Qty 1000.00

Pentokey Organy (India) Ltd. (PENTOKEYORGANY) - Auditors Report

Company auditors report

To the Members of

Pentokey Organy (India) Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Pentokey Organy (India)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 ended on that dateand a summary of the significant accounting policies and other explanatory information(herein after referred to as "financial statements").

Management's Responsibility for the 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 financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting 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 ("the Rules") and the Companies (Accounting Standards) AmendmentRules 2016("the Rules"). 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 financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

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 and the Order under Section 143(11) ofthe Act.

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 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 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.

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

Opinion

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 net profit (after exceptional items) and its cash flows for the yearended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the standalone financialstatements:

a) The Company has entered into Agreements for Sale /Assignment dated 31/03/2017 withGharda Chemicals Ltd. for Sale /Assignment of Leasehold Land Building and Part of Plantand Machinery located at Lote Parshuram Tal. Khed Dist. Ratnagiri and accordingly Profiton Sales of the propertyplant and equipments have been accounted during the year underExceptional Items.

b) We draw attention to Note No.27 of the audited financial results theappropriateness of going concern is based on the Company's ability to manufacture and/ortrade in any other product/products and to raise the requisite finance/ generate cashflows in future.

Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. 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 A' a statement on the matters specified in theparagraphs 3 and 4 of the Order.

2. 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 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 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 financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 and the Companies (Accounting Standards) Amendment Rules 2016;

e) on the basis of the written representations received from the directors as on 31March 2017 and 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" to this report; and

g) with respect to the other matters to be included in the Independent Auditor's Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 29 (i and ii) to the financialstatements;

ii. there are no material foreseeable losses arising out of any long-term contracts forwhich provision is required to be made under any law or accounting standards. The Companyhas not entered into any derivative contracts; and;

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 did not hold and transacted in Specified Bank Notes (SBN) during theperiod from 8th November 2016 to 30th December2016 on the basis of informationavailable with the Company. Based on audit procedures and relying on the management'srepresentation we report that the disclosures as per the note 43 to the financialstatements are in accordance with the Books of accounts maintained by the Company and asproduced to us by the Management.

For Desai Saksena & Associates

Chartered Accountants

Firm's Registration Number: 102358W

Place: Mumbai Date: 5th June 2017 Alok K. Saksena

Partner

Membership number: 35170

Annexure - A to the Independent Auditors' Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the financial statements for

the year ended 31 March 2017 we report that:

(i) In respect of Company's property plant and equipment:

a) The Company has generally maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

b) The Company has a regular programme of physical verification of its property plantand equipment by which fixed assets are verified in a phased manner over a period of threeyears. In our opinion this periodicity of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. In accordance with thisprogramme certain property plant and equipment were verified during the year and 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 areheld in the name of the Company.

(ii) in respect Company's inventories:

The inventory has been physically verified by the management at reasonable intervalsduring the year. In our opinion the frequency of such verification is reasonable. Thediscrepancies noticed on verification between the physical stocks and the book recordswere not material.

(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 Act. Accordingly paragraph 3(iii) of the Order is not applicable tothe Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured or provided any guarantees orsecurity to parties covered under section 185 of the Act. The Company has not grantedloans no investments has been made no guarantees or security are given to partiescovered under section 186 of the Act. Accordingly paragraph 3 (iv) of the Order is notapplicable to the Company.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public. Accordingly paragraph 3 (v) of theOrder is not applicable to the Company.

(vi) The Company is not required to maintain cost accounting records. Accordinglyparagraph 3 (vi) of the Order is not applicable to the Company.

(vii) in respect of statutory dues:

a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund income-taxsales tax value added tax duty of excise duty of customs service tax professionaltax cess and other material statutory dues have been generally regularly deposited duringthe year by the Company with the appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of provident fundincome tax sales tax value added tax duty of excise duty of customs service taxprofessional tax cess and other material statutory dues were in arrears as at 31st March2017 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us there are no materialstatutory dues which have not been deposited with the appropriate authorities on accountof any dispute other than the following dues of value added tax and transport fees:

Name of the Statute Nature of dues Amount (? in Lacs) Financial Year to which it Pertains Forum where dispute is pending
Bombay Rectified Spirit (Transport in Bond) Rules 1957 Transport Fees 103.24 2002-2007 High Court
Bombay Sales Tax Act1959 and Central Sales Tax Act 1956 Sales Tax and Central Sales Tax 193.96 2003-04 Maharashtra Sales Tax Tribunal

(viii) In and according to the information and explanations given to us the Companyhas not defaulted in the repayment of loans or borrowings to banks. The Company does nothave any loans or borrowings from financial institutions or government and has not issuedany debentures.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 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. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable. The details of suchrelated party transactions have been disclosed in the financial statements as requiredunder Accounting standard (AS) 18 Related Party Disclosure specified under Section 133 ofthe 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.

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

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable.

For Desai Saksena & Associates

Chartered Accountants

Firm's Registration Number: 102358W

Place: Mumbai Date: 5th June 2017 Alok K. Saksena

Partner

Membership number: 35170

Annexure - B to the Independent Auditors' Report for the year ended 31st March 2017 onthe Financial Statement:

(Referred to in 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 Act

We have audited the internal financial controls over financial reporting of PentokeyOrgany (India) Limited ("the Company") as of 31st March 2017 in conjunction withour audit 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 controls over financial reporting criteriaestablished by the Company considering the essential components of internal controlsstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI') (the‘Guidance Note'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information 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 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 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 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 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 and to the best of our information and according to the explanationsgiven to us the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31st March 2017 based on theinternal controls over financial reporting criteria established by the Company consideringthe essential components of internal controls stated in the Guidance Note.

For Desai Saksena & Associates

Chartered Accountants

Firm's Registration Number: 102358W

Place: Mumbai Date: 5th June 2017 Alok K. Saksena

Partner

Membership number: 35170