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Phoenix Lamps Ltd.

BSE: 517296 Sector: Auto
NSE: PHOENIXLL ISIN Code: INE455B01016
BSE LIVE 15:40 | 11 Sep 219.20 6.55
(3.08%)
OPEN

214.00

HIGH

223.80

LOW

213.00

NSE 15:41 | 11 Sep 220.00 8.00
(3.77%)
OPEN

215.90

HIGH

222.80

LOW

212.00

OPEN 214.00
PREVIOUS CLOSE 212.65
VOLUME 10885
52-Week high 238.50
52-Week low 132.50
P/E 25.76
Mkt Cap.(Rs cr) 614
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 214.00
CLOSE 212.65
VOLUME 10885
52-Week high 238.50
52-Week low 132.50
P/E 25.76
Mkt Cap.(Rs cr) 614
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Phoenix Lamps Ltd. (PHOENIXLL) - Auditors Report

Company auditors report

To the Members of Phoenix Lamps Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Phoenix LampsLimited ("the Company") which comprise the Balance Sheet as at March312016 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of signiticant accounting policies and other explanatory information.

Management’ s Responibility 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 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 withaccounting 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 the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accouting records relevant to the preparation and presentation of thefinancial 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.

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.

We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of lndia as specified under Section 143(10) of theAct. Those Standards require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. ln making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial

statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors as well as evaluating the overall presentation of the financialstatements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Opinion

ln our opinion and to the best of our information and according to the explanationsgiven to us the standalone 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 lndia of the state of affairs of the Company as at March312016 its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofSection 143 of the Act we give in the Annexure 1 a statement on the matters specified inparagraphs 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 Statement of Profit and Loss and Cash Flow Statement dealt withby 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 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 312016 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 2" to this report;

(g) With respect to the other matters to be included in the

Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

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

ii. The Company did not have any long-term contracts including derivative contractsfor which 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 S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

Sd/-

Per Anil Gupta

Partner

Membership Number: 87921

Place : New Delhi

Date : 28th May 2016

Annexure 1 referred to in paragraph ‘Report on Other Legal and RegulatoryRequirements’ of our report of even date

Re: Phoenix Lamps Limited (‘the Company’)

(i) (a) The Company has maintained proper records

showing full particulars including quantitative details and situation of fixed assets.

(b) All fixed assets were physically verified by the management in the previous year inaccordance with a planned programme of verifying them once in three years which in ouropinion is reasonable having regard to the size of the Company and the nattrre of itsassets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in fixed assets are held in the name of theCompany.

(ii) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification.

(iii) (a) The Company has granted loans to one other party covered in the registermaintained under Section 189 of the Companies Act 2013. In our opinion and according tothe information and explanations given to us the terms and conditions of the grants andloans not prejudicial to the Company’s interest.

(b) In respect of loans granted to other party covered in the register maintained underSection 189 of the Companies Act 2013 repayment of the principal amount is as stipulatedand payment of interest has been regular.

(c) There is no overdue amount of loans granted to the party listed in the registermaintained under Section 189 of the Companies Act 2013 which are outstanding for morethan ninety days.

(iv) In our opinion and according to the information and explanations given to us theCompany has not advanced loans to directors including entities in which they areinterested to which provisions of Section 185 of the Companies Act 2013 apply and hencenot commented upon . In our opinion and according to the information and explanationsgiven to us provisions of Section 186 of the Companies Act 2013 in respect of loans andadvances given investments made guarantees and securities given have been complied withby the Company.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records underSection 148(1) of the Companies Act 2013 related to the manufacture of auto componentsand are of the opinion that prima facie the prescribed accounts and records have beenmade and maintained. We have not however made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund

employees’ state insurance income-tax sales-tax service tax customs dutyexcise duty value added tax cess and other statutory dues have generally been regularlydeposited with the appropriate authorities though there has been a slight delay in a fewcases.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees’ state insurance income-taxsales-tax service tax customs duty excise duty value added tax cess and otherstatutory dues were outstanding at the year end for a period of more than six months fromthe date they became payable.

(c) According to the records of the Company the dues outstanding of income-taxsales-tax service tax customs duty excise duty value added tax and cess on account ofany dispute are as follows:

Name of the statute Nature of dues Amount (Rs. in lacs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax demand 3671.39 AY 2010-11 CIT (Appeals) Noida
Income Tax Act 1961 TDS demand 29.66 AY 2011-12 to AY 2014-15 CIT (Appeals)Dehradun
Central Sales Tax Act 1956 Pending C Forms 2.33 FY 2006-07 & 2008-09 Deputy Commissioner of Assessment Uttrakhand
Delhi Sales Tax Act 1975 Sales tax demand 0.82 FY 1994-95 D.C.-Appeal IVDelhi
Finance Act 1994 Penalty against Service tax demand 0.38 FY 2008-09 to 2012-13 Superintendent Service Tax Range-XVII Division-IV Noida
Finance Act 1994 Penalty against Service tax demand 10.27 AY 2009-10 & 2010-11 CESTAT New Delhi

(The above does not include demands outstanding in relation to General Lightingbusiness which was sold by the Company on August 30 2013 and any statutory liabilitiesrelating to such business will be borne by buyer in accordance with the Business TransferAgreement signed by the Company and the buyer.)

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of dues to any bank. The Companydid not have any outstanding debentures and loan from financial institution or governmentduring the year.

(ix) In our opinion and according to the information and explanations given by themanagement the Company has utilized the monies raised by way of term loans for thepurposes for which those were raised. The Company has not raised any money by way ofinitial public offer / further public offer (including debt instruments) during the year.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the CompaniesAct 2013.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with Section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the notes tothe financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) of the Order are notapplicable to the Company and hence not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withthem as referred to in Section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us the provisions ofSection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

Sd/-

Per Anil Gupta

Partner

Membership Number: 87921

Place : New Delhi

Date : 28th May 2016

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONEFINANCIAL STATEMENTS OF PHOENIX LAMPS LIMTED Report on the Internal Financial Controlsunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

To the Members of Phoenix Lamps Limited We have audited the internal financial controlsover financial reporting of Phoenix Lamps Limited ("the Company") as of March31 2016 in conjunction with our audit of the financial statements of the Company for theyear 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 responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the 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.

Auditor’s 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 as specified under Section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively 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 internal financial controls system overfinancial reporting. Meaning of Internal Financial Controls Over Financial Reporting

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 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 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 312016 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 S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

Sd/-

Per Anil Gupta

Partner

Membership Number: 87921

Place : New Delhi

Date : 28th May 2016