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PG Foils Ltd.

BSE: 526747 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE078D01012
BSE LIVE 15:44 | 21 Nov 187.05 5.55
(3.06%)
OPEN

197.50

HIGH

198.90

LOW

184.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 197.50
PREVIOUS CLOSE 181.50
VOLUME 105867
52-Week high 198.90
52-Week low 69.80
P/E 9.25
Mkt Cap.(Rs cr) 152
Buy Price 0.00
Buy Qty 0.00
Sell Price 187.05
Sell Qty 1528.00
OPEN 197.50
CLOSE 181.50
VOLUME 105867
52-Week high 198.90
52-Week low 69.80
P/E 9.25
Mkt Cap.(Rs cr) 152
Buy Price 0.00
Buy Qty 0.00
Sell Price 187.05
Sell Qty 1528.00

PG Foils Ltd. (PGFOILS) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

P G FOILS LIMITED

Report of the Financial Statements

We have audited the accompanying standalone financial statements of PG.Foils Ltd. whichcomprise the Balance Sheet as at March 31 2017 the Statement of Profit and Loss CashFlow Statement for the year then ended and a summary of significant accounting policiesand 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 financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's 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 there under.

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 control 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 but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of 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 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 March 312017 and its Profit/Loss and its Cash Flow for the year ended on that date

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

Note 33 to the financial statements which describes that the FDR investments of Rs.69 cr. made by the company with Dhanlaxmi bank LTD had been misappropriated by variousparties including the officials of the said bank. The case is under investigation withEconomic Offence Wing Mumbai. Seeking to the merit of the case the management of thecompany is under believe that the case will be in favour of company and it will be able toreceive all the sum misappropriated. Based on this the company has not made anyprovision. The final determination of the said investment amount would depend upon thefinal decision of the appropriate authorities in future. Our opinion is not qualified inrespect of this matter.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")as amended 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 mattersspecified in paragraphs 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 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 written representations received from the directors as on March 312017 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

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". and

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 in our opinionand 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 27 to the financial statements;

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

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

For SHARMA ASHOK KUMAR & ASSOCIATES
Chartered Accountants
(FRN NO. - 005848C)
Sd - CA HARISH AGARWAL
Place : Pipalia Kalan Partner
Date : 29th May 2017 M. No. 403262

ANNEXURE 'A' TO INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the financial statements of the Company for theyear ended March 31 2017:

1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) As explained to us all the fixed assets have been physically verified by themanagement in a phased manner which in our opinion is reasonable having regard to thesize of the company and nature of its assets. No material discrepancies were noticed onsuch verification.

(c) In our opinion and according to the information and explanation given to us and onthe basis of examination of records of the company the title deeds of immovableproperties are held in the name of the company.

2) The inventory except goods in transit and stocks lying with third parties has beenphysically verified by the management during the year. In our opinion the frequency ofsuch verification is reasonable for stock lying with the third parties at the year endwritten confirmation have been obtained. The discrepancies noticed on verification betweenthe physical stocks and book records were not material and have been dealt with in booksof accounts.

3) 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 the provisions of clause 3 (iii) (a) to (C) of theOrder are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013In respect of loans investments guarantees and security.

5) In our opinion and according to the information and explanation given to us TheCompany has not accepted any deposits from the public in accordance with the provisions ofSections 73 to 76 or any other relevant provisions of the Act and rule framed thereunder.Accordingly paragraph 3(v) of the order is not applicable to the company.

6) We have broadly reviewed the books of accounts maintained by the Company in respectof products pursuant to the rules prescribed by the Central Government of India themaintenance of cost records has been specified under section 148(1) of the act and are ofthe opinion that prima facie the prescribed accounts and records have been made andmaintained. We have not however made a detailed examination of records with a view todetermine whether they are accurate or complete.

7. (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has been generally regularin depositing undisputed statutory dues including Provident Fund Employees StateInsurance Income-Tax Sales tax Service Tax Duty of Customs Duty of Excise Valueadded Tax Cess and any other statutory dues with the appropriate authorities. Accordingto the information and explanations given to us no undisputed amounts payable in respectof the above were in arrears as at March 31 2017 for a period of more than six monthsfrom the date on when they become payable.

b) According to the information and explanation given to us dues that have not beendeposited by the company on account of dispute as follow;

Name Nature of dues Period to which it relates Amount in Rs. Interest in Rs. Amount Deposited Forum which it is pending
Customs Act 1962 Safeguard duty Redemption Fine & Penalty 2009-10 10351283/- 3800000/- Appeal Filed In Hon'ble High Court Jaipur Against Order Of Cestat Delhi
Customs Act 1962 Safeguard duty & valuation 2009-10 12576869/- 9744034/- Stay granted in Hon'ble High Court and Case still Pending

8) In our opinion and according to the information and explanations given to us theCompany has not defaulted during the year in the repayment of dues to financialinstitutions banks and government. The Company did not have any outstanding debenturesduring the year.

9) Based upon the audit procedures performed and the information and explanations givenby the management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments and term Loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.

10) According to the information and explanation 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.

11) Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act;

12) According to the information and explanation given to us the Company is not aNidhi Company. Therefore the provisions of clause 4 (xii) of the Order are not applicableto the Company.

13) According to the information and explanation given to us all transactions with therelated parties are in compliance with section 177 and 188 of Companies Act 2013 and thedetails have been disclosed in the Financial Statements as required by the applicableaccounting standards.

14) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable tothe Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

16) In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.

For SHARMA ASHOK KUMAR & ASSOCIATES
Chartered Accountants
(FRN NO. - 005848C)
Sd - CA HARISH AGARWAL
Place : Pipalia Kalan Partner
Date : 29th May 2017 M. No. 403262

ANNEXURE 'B' TO INDEPENDENT AUDITOR'S REPORT

"Annexure B" to the Independent Auditor's Report of even date on theStandalone Financial Statements of P.G. FOILS LTD.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of PG. FOILSLTD. as of March 31 2017 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". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the 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") 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 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 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 March 31 2017 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 SHARMA ASHOK KUMAR & ASSOCIATES
Chartered Accountants
(FRN NO. - 005848C)
Sd - CA HARISH AGARWAL
Place : Pipalia Kalan Partner
Date : 29th May 2017 M. No. 403262