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Phillips Carbon Black Ltd.

BSE: 506590 Sector: Industrials
NSE: PHILIPCARB ISIN Code: INE602A01015
BSE LIVE 15:59 | 17 Nov 980.70 75.15
(8.30%)
OPEN

919.70

HIGH

995.95

LOW

919.70

NSE 15:59 | 17 Nov 981.50 74.80
(8.25%)
OPEN

915.00

HIGH

996.90

LOW

914.70

OPEN 919.70
PREVIOUS CLOSE 905.55
VOLUME 150912
52-Week high 1094.95
52-Week low 201.00
P/E 23.11
Mkt Cap.(Rs cr) 3,380
Buy Price 0.00
Buy Qty 0.00
Sell Price 980.70
Sell Qty 875.00
OPEN 919.70
CLOSE 905.55
VOLUME 150912
52-Week high 1094.95
52-Week low 201.00
P/E 23.11
Mkt Cap.(Rs cr) 3,380
Buy Price 0.00
Buy Qty 0.00
Sell Price 980.70
Sell Qty 875.00

Phillips Carbon Black Ltd. (PHILIPCARB) - Auditors Report

Company auditors report

To the Members of Phillips Carbon Black Limited Report on the Standalone FinancialStatements

1. We have audited the accompanying standalone financial statements of Phillips CarbonBlack Limited ("the Company") which comprise the Balance Sheet as at March 312016 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of the 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 to 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 of 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

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 and the Rules made thereunderincluding the accounting standards and matters which are required to be included in theaudit report.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

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 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. 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 the 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 of the state of affairs of the Companyas at March 31 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor's Report) Order 2016' issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure B a statement on thematters specified in paragraphs 3 and 4 of the Order.

10. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The 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 the written representations received from the directors and takenon record by the Board of Directors none of the directors is disqualified as on March 312016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectivesness 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:

i. The Company has disclosed the impact if any of pending litigations as at March 312016 on its financial position in its standalone financial statements – Refer Note 31to the financial statements;

ii. The Company has long-term contracts and derivative contracts as at March 31 2016for which there were no 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 during the year ended March 312016.

For Price Waterhouse
Firm Registration Number 301112E
Chartered Accountants
Pinaki Chowdhury
Kolkata Partner
May 13 2016 Membership Number 57572

Annexure A to Independent Auditors' Report

Referred to in paragraph10(f) of the Independent Auditors' Report of even date to themembers of Phillips Carbon Black Limited on the standalone financial statements for theyear ended March 31 2016

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

1. We have audited the internal financial controls over financial reporting of PhillipsCarbon Black Limited (‘‘the Company'') as of March 31 2016 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

2. 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 esnsuring 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.

Auditor's Responsibility

3. 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.

4. 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 financial statements whether due to 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 internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. 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 financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 Limited of Internal Financial Controls Over Financial Reporting

7. 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. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial conrolsover financial reporting were operating effectively as at March 31 2016 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 CharateredAccountants of India.

For Price Waterhouse
Firm Registration Number 301112E
Chartered Accountants
Pinaki Chowdhury
Kolkata Partner
May 13 2016 Membership Number 57572

Referred to in paragraph 9 of the Independent Auditors' Report of even date to themembers of Phillips Carbon Black Limited on the standalone financial statements as of andfor the year ended March 31 2016

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 12 on fixed assets tothe financial statements are held in the name of the 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.

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.

iv. In our opinion and according to the information and explantions given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of the loans and investments made and guarantees and security provided by itas 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 there under to the extentnotified.

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 primafacie the prescribed accounts and records have been made and maintained. We have nothowever made a detailed examination of the records with a view to determine whether theyare accurate or complete.

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 depositingundisputed statutory dues in respect of employees state insurance income tax service taxthough there has been a slight delay in a few cases and is regular in depositingundisputed statutory dues including provident fund sales tax duty of customs duty ofexcise value added tax cess and other material statutory dues as applicable with theappropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us particulars of dues of income tax sales tax service tax duty ofcustoms duty of excise and value added tax as at March 31 2016 which have not beendeposited on account of a dispute are as follows:

Name of the Statute Nature of Dues Amount (Rs. in lakhs) Period to which the amount relates Forum where the dispute is pending
Central Sales Tax Act 1956 Central Sales Tax 212.76 2012-13 Additional Commissioner
Central Sales Tax Act 1956 Central Sales Tax 9.40 2012-13 Deputy Commissioner of Commercial Taxes
Central Sales Tax Act 1956 Central Sales Tax 61.46 2010-11 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 660.68 2003-04 2004-05 2005-06 2006-07 2008-09 2009-10 2010-11 & 2011-12 West Bengal Commercial Taxes Appelllate & Revisional Board
Central Sales Tax Act 1956 Central Sales Tax 190.50 1994-95 1995-96 and 1999-00 High Court of Calcutta
Central Sales Tax Act 1956 Central Sales Tax 267.62 2000-01 High Court of Calcutta*
West Bengal Sales Tax Act 1994 Sales Tax 67.46 2003-04 West Bengal Commercial Taxes Appelllate & Revisional Board
West Bengal Sales Tax Act 1994 Sales Tax 55.43 1994-951995-96 1999-00 and 2004-05 West Bengal Taxation Tribunal
West Bengal Sales Tax Act 1994 Sales Tax 37.29 2000-01 West Bengal Taxation Tribunal*
West Bengal Value Added Tax Act 2003 Value Added Tax 6.83 2012-13 Additional Commissioner
West Bengal Value Added Tax Act 2003 Value Added Tax 78.31 2007-08 Senior Joint Commissioner Commercial Taxes
West Bengal Value Added Tax Act 2003 Value Added Tax 57.60 2006-07 2009-10 2010-11 and 2011-12 West Bengal Commercial Taxes Appellate & Revisional Board
West Bengal Value Added Tax Act 2003 Value Added Tax 28.16 2005-06 2014-15 West Bengal Taxation Tribunal
Gujarat Value Added Tax Act 2006 Value Added Tax 22.57 2006-07 Gujarat Value Added Tax Tribunal
Gujarat Value Added Tax Act 2006 Value Added Tax 118.64 2010-11 Joint Commissioner of Commercial Taxes Commissioner
Central Excise Act 1944 Excise Duty 485.15 1997-98 1998-99 2003-04 2004-05 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 and 2014-15 Commissioner (Appeals)
Central Excise Act 1944 Excise Duty 4222.66 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 and 2013-14 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
Customs Act 1962 Customs Duty 0.67 2012-13 Commissioner (Appeals)
Customs Act 1962 Customs Duty 38.30 2006-07 2007-08 2008-09 2009-10 and 2010-11 Deputy Commissioner of Custom
Customs Act 1962 Customs Duty 35.17 2004-05 2005-06 2006-07 2007-08 2009-10 and 2012-13 Customs Excise and Service Tax Appellate Tribumal
Customs Act 1962 Customs Duty 11.79 2008-09 and 2009-10 Supreme Court
Finance Act 1994 Service Tax 80.43 2009-10 Customs Excise and Service Tax Appellate Tribumal
Finance Act 1994 Service Tax 100.50 2008-09 2009-10 2010-11 and 2011-12 Customs Excise and Service Tax Appellate Tribumal*
Income Tax Act 1961 Income Tax 38.13 2010-11 Commissioner (Appeals)

* To be filed viii. According to the records of the Company examined by us and theinformation and explanation given to us the Company has not defaulted in repayment ofloans or borrowings to any financial institution or bank or Government or dues todebenture holders as applicable as at the balance sheet date.

ix. In our opinion and according to the information and explanations given to us themonies 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).

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.

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 other than remuneration of Rs. 17.73 lakhs for which shareholder's approval by way ofspecial resolution is proposed to be obtained by the Company in the ensuing Annual GeneralMeeting as set out in Note 47 to the financial statements.

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

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Section 177 and 188 of the Act. The details of related partytransactions have been disclosed in the financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.

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.

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

For Price Waterhouse
Firm Registration Number 301112E
Chartered Accountants
Pinaki Chowdhury
Kolkata Partner
May 13 2016 Membership Number 57572