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Phillips Carbon Black Ltd.

BSE: 506590 Sector: Industrials
NSE: PHILIPCARB ISIN Code: INE602A01015
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OPEN 1320.00
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VOLUME 124162
52-Week high 1594.90
52-Week low 241.00
P/E 29.97
Mkt Cap.(Rs cr) 4,384
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 1320.00
CLOSE 1311.95
VOLUME 124162
52-Week high 1594.90
52-Week low 241.00
P/E 29.97
Mkt Cap.(Rs cr) 4,384
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Phillips Carbon Black Ltd. (PHILIPCARB) - Auditors Report

Company auditors report

TO THE MEMBERS OF PHILLIPS CARBON BLACK LIMITED

REPORT ON THE STANDALONE INDIAN ACCOUNTING STANDARDS IND AS FINANCIAL STATEMENTS

1. This Report supersedes our Report dated May 25 2017.

2. We have audited the accompanying standalone Ind AS financial statements of PhillipsCarbon Black Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2017 the Statement of Profit and Loss (including Other Comprehensive Income)the Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of the significant accounting policies and other explanatory information inwhich is incorporated the Ind AS financial statements/ financial information of GoodluckDealcom Private Limited ("Transferor Company") for the year ended on that dateaudited by another firm of Chartered Accountants (refer sub-paragraph 11 of the OtherMatters Paragraph below).

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

3. 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 Ind AS financial statements to give a true and fair view of the financialposition financial performance (including other comprehensive income) cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards specified in the Companies(Indian Accounting Standards) Rules 2015 (as amended) under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

AUDITORS' RESPONSIBILITY

4. Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

5. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules madethereunder.

6. We conducted our audit of the standalone Ind AS financial statements in accordancewith the Standards on Auditing specified under Section 143(10) of the Act and otherapplicable authoritative pronouncements issued by the Institute of Chartered Accountantsof India. Those Standards and pronouncements require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone Ind AS financial statements are free from material misstatement.

7. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditors' judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

8. We believe that the audit evidence obtained by us and the audit evidence obtained bythe other auditor for the Transferor Company in terms of their report referred to insub-paragraph 11 of the Other Matters Paragraph below is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

9. In our opinion and to the best of our information and according to the explanationsgiven to us and based on the report of the other auditor on the Ind AS financialstatements/ financial information for the Transferor Company referred to in sub-paragraph11 of the Other Matters Paragraph below the aforesaid standalone Ind AS financialstatements give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at March 31 2017 and its totalcomprehensive income (comprising of loss and other comprehensive income) its cash flowsand the changes in equity for the year ended on that date.

EMPHASIS OF MATTER

10. We draw attention to Note 30 to the standalone Ind AS financial statements whichdescribes the basis for revision of the standalone Ind AS financial statements consequentto the amalgamation of the Transferor Company with the Company pursuant to a Scheme ofAmalgamation sanctioned by the National Company Law Tribunal ("NCLT") vide itsorder dated July 19 2017 and filed with the Registrar of Companies on July 21 2017 (the"Scheme"). We further report that our audit procedures on the subsequent eventsin so far as it relates to the revision to the standalone Ind AS financial statements (asamended) are restricted solely to the aforesaid matter relating to the Scheme and noeffect have been given for any other events if any occurring after May 25 2017 (beingthe date on which the standalone Ind AS financial statements were first approved by theBoard of Directors of the Company and reported upon by us by our report of that date).

Our opinion is not modified in respect of this matter.

OTHER MATTERS

11. The standalone Ind AS financial statements of the Company for the period April 12016 to March 31 2017 include the Ind AS financial statements/ financial information ofthe Transferor Company consequent to its amalgamation into the Company with the appointeddate of April 1 2016 (referred to in Note 30 to the standalone Ind AS financialstatements). We did not audit the Ind AS financial statements/ financial information ofthe Transferor Company for year ended March 31 2016 the transition date opening balancesheet as at April 1 2015 and for the period April 1 2016 to March 31 2017 included inthe standalone Ind AS financial statements of the Company whose Ind AS financialstatements/ financial information reflect total assets of Rs20072.32 lakhs as at March31 2017 Rs13182.93 lakhs as at March 31 2016 and Rs15150.49 lakhs as at March 312015 net assets of Rs13843.44 lakhs as at March 31 2017 Rs8794.78 lakhs as at March31 2016 and Rs10787.14 lakhs as at March 31 2015 total comprehensive income(comprising of profit/(loss) and other comprehensive income) of Rs5048.61 lakhs andRs(1992.35) lakhs for the years ended March 31 2017 and March 31 2016 respectivelytotal revenue of Rs806.27 lakhs and Rs672.06 lakhs for the years ended March 31 2017 andMarch 31 2016 respectively and net cash flows amounting to Rs454.36 lakhs and Rs0.03lakhs for the years ended March 312017 and March 31 2016 respectively as considered inthe standalone Ind AS financial statements. The said Ind AS financial statements/financial information of the Transferor Company has been audited by other auditor whosereport dated August 5 2017 has been furnished to us and our opinion in so far as itrelates to the amounts and disclosures included in respect of the Transferor Company andour report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far asit relates to the Transferor Company is based solely on the report of the other auditor.

Our opinion on the standalone Ind AS financial statements and our report on Other Legaland Regulatory Requirements below is not modified in respect of the above matter and withrespect to our reliance on the work done and the report of the other auditor.

12. The financial information of the Company (other than for the Transferor Companyreferred to in sub-paragraph 11 above) for the year ended March 31 2016 and thetransition date opening balance sheet as at April 1 2015 included in these standalone IndAS financial statements are based on the previously issued statutory financial statementsfor the years ended March 31 2016 and March 31 2015 prepared in accordance with theCompanies (Accounting Standards) Rules 2006 (as amended) which were audited by us onwhich we expressed an unmodified opinion dated May 13 2016 and May 6 2015 respectively.The adjustments to those standalone Ind AS financial statements for the differences inaccounting principles adopted by the Company on transition to the Ind AS have been auditedby us.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

13. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to usand based on the report of the other auditor for the Transferor Company referred to insub- paragraph 11 of the Other Matters Paragraph above we give in the Annexure B astatement on the matters specified in Paragraphs 3 and 4 of the Order.

14. 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 and from the report ofthe other auditor on the Ind AS financial statements/ financial information for theTransferor Company as referred to in sub-paragraph 11 of the Other Matters Paragraphabove.

(c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account and the Ind AS financial statements/financial information of the Transferor Company audited by the other auditor referred toin sub-paragraph 11 of the Other Matters Paragraph above.

(d) In our opinion and based on the report of the other auditor on the Ind ASfinancial statements/ financial information for the Transferor Company referred to in sub-paragraph 11 of the Other Matters Paragraph above the aforesaid standalone Ind ASfinancial statements comply with the Indian Accounting Standards specified under Section133 of the Act.

(e) On the basis of the written representations received from the directors taken onrecord by the Board of Directors and based on the report of the other auditor on the IndAS financial statements/ financial information for the Transferor Company as referred toin sub-paragraph 11 of the Other Matters Paragraph above none of the directors isdisqualified as on March 31 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.

(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 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us and based on the report of the other auditor on the Ind ASfinancial statements/ financial information for the Transferor Company referred to in sub-paragraph 11 of the Other Matters Paragraph above:

i. The Company has disclosed the impact if any of pending litigations as at March 312017 on its financial position in its standalone Ind AS financial statements

– Refer Note 24 to standalone Ind AS Financial Statements;

ii. The Company has long-term contracts and derivative contracts as at March 31 2017for which there were no material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31 2017.

iv. The Company has provided requisite disclosures in the standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom November 8 2016 to December 30 2016. Based on audit procedures and relying on themanagement representation and based on the report of the other auditor on the Ind ASfinancial statements/ financial information for the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph above we report that the disclosures arein accordance with books of account maintained by the Company and as produced to us by theManagement – Refer Note 37 to the standalone Ind AS financial statements.

ANNEXURE A TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 14 (f) of the Independent Auditors' Report of even date to themembers of Phillips Carbon Black Limited on the standalone Ind AS financial statements forthe year ended March 31 2017

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE I OF SUB SECTION 3 OF SECTION143 OF THE ACT

1. This Report supersedes our Report dated May 25 2017.

2. We have audited the internal financial controls over financial reporting of PhillipsCarbon Black Limited ("the Company") as of March 31 2017 which includes theinternal financial controls over financial reporting of Goodluck Dealcom Private Limited(Transferor Company) for the year ended on that date audited by another firm of CharteredAccountants (Refer Other Matter Paragraph below) in conjunction with our audit of thestandalone Ind AS financial statements of the Company for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

3. 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 (ICAI). 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 Act.

AUDITORS' RESPONSIBILITY

4. 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 deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. 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.

5. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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 standalone Ind AS financial statements whether due to fraudor error.

6. We believe that the audit evidence obtained by us and the audit evidence obtained bythe other auditor for the Transferor Company in terms of their report referred to in theOther Matter paragraph below is sufficient and appropriate to provide a basis for ouraudit opinion on the Company's internal financial controls system over financialreporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

7. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of standalone Ind AS financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standaloneInd AS financial statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the standaloneInd AS financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

8. 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.

EMPHASIS OF MATTER

9. We draw attention to Note 30 to the standalone Ind AS financial statements whichdescribes the basis for revision of the standalone Ind AS financial statements consequentto the amalgamation of Transferor Company with the Company pursuant to a Scheme ofamalgamation sanctioned by the National Company Law Tribunal ("NCLT") vide itsorder dated July 19 2017 and filed with the Registrar of Companies on July 21 2017 (the"Scheme"). We further report that our audit procedures on the subsequent eventsin so far as it relates to the revision to the standalone Ind AS financial statements (asamended) with respect to the adequacy and operating effectiveness of internal financialcontrols over financial reporting therein are restricted solely to the aforesaid matterrelating to the Scheme and no effect have been given for any other events if anyoccurring after May 25 2017 (being the date on which the standalone Ind AS financialstatements were first approved by the Board of Directors of the Company and reported uponby us by our report of that date).

Our opinion is not modified in respect of this matter.

OTHER MATTER

10. We did not audit the adequacy and operating effectiveness of internal financialcontrols over financial reporting of the Transferor Company for the period April 1 2016to March 31 2017. The adequacy and operating effectiveness of internal financial controlsover financial reporting of the Transferor Company for the aforesaid period has beenaudited by other auditor whose report has been furnished to us and our opinion in so faras it relates to the adequacy and operating effectiveness of internal financial controlsover financial reporting included in respect of the Transferor Company and our report inso far as it relates to the Transferor Company is based solely on the report of the otherauditor.

Our opinion is not modified in respect of this matter.

OPINION

11. In our opinion and based on the report of the other auditor on the adequacy andoperating effectiveness over financial reporting of the Transferor Company referred to inOther Matter Paragraph above the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2017 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

(This Report supersedes our Report dated May 25 2017)

Referred to in paragraph 13 of the Independent Auditors' Report of even date to themembers of Phillips Carbon Black Limited on the standalone Ind AS financial statements asof and for the year ended March 31 2017

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) The title deeds of immovable properties as disclosed in Note 3(a) on fixed assetsto the standalone Ind AS financial statements are held in the name of the Company.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany does not have any fixed assets. Accordingly clause 3 (i) of the said Order is notapplicable for the Transferor Company.

ii. The physical verification of inventory (excluding stocks with third parties) havebeen conducted at reasonable intervals by the Management during the year. In respect ofinventory lying with third parties these have substantially been confirmed by them. Thediscrepancies noticed on physical verification of inventory as compared to book recordswere not material.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany does not have any inventory. Accordingly clause 3 (ii) of the said Order is notapplicable for the Transferor Company.

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. Therefore the provisions of Clause 3 (iii) (iii)(a) (iii)(b)and (iii)(c) of the said Order are not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under Section189 of the Act. Accordingly clause 3 (iii) (iii)(a) (iii)(b) and (iii)(c) of the saidOrder are not applicable for the Transferor Company.

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 the loans and investments made and guarantees and security provided byit as applicable.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of the loans and investments made and guarantees and security provided byit as applicable.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed thereunder to the extentnotified.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has not accepted any deposits from the public within the meaning of Sections 7374 75 and 76 of the Act and the Rules framed thereunder to the extent notified.

vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products.

We have broadly reviewed the same and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however madea detailed examination of the records with a view to determine whether they are accurateor complete.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the maintenance ofcost records in respect of the Transferor Company has not been specified by the CentralGovernment under Section 148 (1) of the Companies Act 2013. Accordingly Clause 3(vi) ofthe said Order is not applicable to the Transferor Company.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is generally regular in depositingthe undisputed statutory dues in respect of provident fund employees state insuranceincome tax professional tax sales tax though there has been a slight delay in a fewcases and is regular in depositing undisputed statutory dues including service tax dutyof customs duty of excise value added tax cess and other material statutory dues asapplicable with the appropriate authorities.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany is regular in depositing the undisputed statutory dues in respect of providentfund employees state insurance income tax sales tax service tax duty of customs dutyof excise value added tax cess and other material statutory dues as applicable withthe appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us the particulars of dues of income tax sales tax service taxduty of customs duty of excise and value added tax as at March 31 2017 which have notbeen deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs In Lacs) Period to which the amount relates Forum where the dispute is pending
Central Sales Tax Act 1956 Central Sales Tax 19.30 2010-11 and 2012-13 Deputy Commissioner of Commercial Taxes
Central Sales Tax Act 1956 Central Sales Tax 1571.55 2010-11 2011-12 and 2012-13 Joint Commissioner of Commercial Taxes
Central Sales Tax Act 1956 Central Sales Tax 138.61 2007-08 Senior Joint Commissioner of Commercial Taxes
Central Sales Tax Act 1956 Central Sales Tax 677.71 2003-04 2004-05 2005-06 2006-07 2008-09 2010-11 2011-12 and 2012-13 West Bengal Commercial Taxes Appellate & Revisional Board
Central Sales Tax Act 1956 Central Sales Tax 458.13 1994-95 1995-96 1999-2000 and 2000-01 High Court of Calcutta
West Bengal Sales Tax Act 1994 Sales Tax 67.46 2003-04 West Bengal Commercial Taxes Appellate & Revisional Board
West Bengal Sales Tax Act 1994 Sales tax 92.72 1994-951995-96 1999-00 2000-01 and 2004-05 West Bengal Taxation Tribunal
West Bengal Value Added Tax Act 2003 Valued Added Tax 78.31 2007-08 Senior Joint Commissioner Commercial Taxes
West Bengal Value Added Tax Act 2003 Value Added Tax 63.52 2006-07 2009-10 2010-11 2011-12 and 2012-13 West Bengal Commercial Taxes Appellate & Revisional Board
West Bengal Value Added Tax Act 2003 Value Added Tax 28.16 2005-06 and 2014-15 West Bengal Taxation Tribunal
Gujarat Value Added Tax Act 2006 Value Added Tax 1223.63 2010-11 2011-12 and 2012-13 Joint Commissioner of Commercial Taxes
Gujarat Value Added Tax Act 2006 Value Added Tax 22.57 2006-07 Gujarat Value Added Tax Tribunal
Kerala Value Added Tax Act 2003 Value Added Tax 21.43 2009-10 and 2011-12 Deputy Commissioner of Commercial Taxes
Central Excise Act 1944 Excise Duty 395.07 1997-98 1998-99 2003-04 2004-05 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 and 2015-16 Commissioner (Appeals)
Central Excise Act 1944 Excise Duty 264.11 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2014-15 2015-16 and 2016-17 Commissioner (Appeals)
Central Excise Act 1944 Excise Duty 5478.01 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-092009-10 2010-11 2011-12 2012-13 2013-14 2014-15 and 2015-16 Customs Excise and Service Tax Appellate Tribunal
Central Excise Act 1944 Excise Duty 164.42 2014-15 2015-16 2016-17 Customs Excise and Service Tax Appellate Tribunal
Central Excise Act 1944 Excise Duty 0.77 2004-05 High Court at Kerala
Central Excise Act 1944 Excise Duty 3.08 2009-10 Ministry of Finance
Central Excise Act 1944 Service Tax 602.06 2012-13 Customs Excise and Service Tax Appellate Tribunal
Customs Act 1962 Customs Duty 38.30 2006-07 2007-08 2008-09 2009-10 and 2010-11 Deputy Commissioner of Customs
Customs Act 1962 Customs Duty 8.03 2009-10 and 2012-13 Customs Excise and Service Tax Appellate Tribunal
Customs Act 1962 Name of the statute ( Rs In Lacs) Customs Duty Nature of dues Period to which the amount relates 11.79 Amount Forum where the dispute is pending 2008-09 and 2009-10 Supreme Court
Finance Act 1994 Service Tax 180.93 2008-09 2009-10 2010-11 and 2011-12 Customs Excise and Service Tax Appellate Tribunal
Income-tax Act 1961 To be filed Income Tax 198.12 1993-94 Commissioner (Appeals)

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has no dues of income-tax sales-tax service-tax duty of customs duty of exciseand value added tax as applicable as at March 31 2017 which have not been deposited onaccount of any dispute.

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government or dues to debenture holders asapplicable as at the balance sheet date.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has not defaulted in repayment of loans or borrowings to any financial institutionor bank or Government or dues to debenture holders as applicable as at the balance sheetdate.

ix. In our opinion and according to the information and explanations given to us themoneys raised by way of commercial paper and term loans have been applied on an overallbasis for the purposes for which they were obtained the Company has not raised any moneysby way of initial public offer and any other further public offer (including debtinstruments).

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has not raised any moneys by way of initial public offer further public offer(including debt instruments) and term loans. Accordingly the provisions of Clause 3(ix)of the Order are not applicable to the Transferor Company.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the other auditorhave neither come across any instance of material fraud by the Transferor Company or onthe Transferor Company by its officers or employees noticed or reported during the yearnor have they been informed of any such case by the Management of the Transferor Company.

xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report as the TransferorCompany does not pay any managerial remuneration Section 197 read with Schedule V to theAct is not applicable and accordingly Clause 3(xi) of the Order are not applicable to theTransferor Company.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany is not a Nidhi Company and accordingly Clause 3(xii) of the Order are notapplicable to the Transferor Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of related partytransactions have been disclosed in the standalone Ind AS financial statements as requiredunder Ind AS 24 Related Party Disclosures specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has entered into transactions with related parties in compliance with theprovisions of Section 188 of the Act which to the extent applicable has been disclosed inthe aforesaid Ind AS financial statements as required under Ind AS 24 Related PartyDisclosures specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. Further the Transferor Company is not required to constitute anAudit Committee under Section 177 of the Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review. Accordingly the provisions ofClause 3(xiv) of the Order are not applicable to the Transferor Company.

xv. The Company has not entered into any non-cash transactions with its directors orpersons connected with him/her. Accordingly the provisions of Clause 3(xv) of the Orderare not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany has not entered into any non-cash transactions with its directors or personsconnected with him/her. Accordingly the provisions of Clause 3(xv) of the Order are notapplicable to the Transferor Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to insub-paragraph 11 of the Other Matters Paragraph in the audit report the TransferorCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly the provisions of Clause 3(xvi) of the Order are not applicable tothe Transferor Company.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Pinaki Chowdhury
Kolkata Partner
August 10 2017 Membership Number: 57572