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Phoenix Mills Ltd.

BSE: 503100 Sector: Infrastructure
NSE: PHOENIXLTD ISIN Code: INE211B01039
BSE LIVE 15:58 | 21 Nov 504.30 -7.80
(-1.52%)
OPEN

510.00

HIGH

510.95

LOW

500.05

NSE 15:30 | 21 Nov 503.95 -9.25
(-1.80%)
OPEN

516.65

HIGH

516.65

LOW

501.30

OPEN 510.00
PREVIOUS CLOSE 512.10
VOLUME 877
52-Week high 597.95
52-Week low 328.60
P/E 44.95
Mkt Cap.(Rs cr) 7,721
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 510.00
CLOSE 512.10
VOLUME 877
52-Week high 597.95
52-Week low 328.60
P/E 44.95
Mkt Cap.(Rs cr) 7,721
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Phoenix Mills Ltd. (PHOENIXLTD) - Auditors Report

Company auditors report

To the Members of The Phoenix Mills Limited Report on the Standalone Ind AS financialstatements

We have audited the accompanying Standalone Ind AS financial statements of The PhoenixMills Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2017 and 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 significant accounting policies and other explanatory information(hereinafter referred to as "standalone Ind AS financial statements").

Management's Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards specified undersection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of the appropriate accounting policies; making judgements andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that are operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation and fairpresentation of the standalone Ind AS financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based 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 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone Ind AS financial statements. The procedures selected dependon the auditor's judgement including the assessment of the risks of material misstatementof the standalone Ind

AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial controls relevant to the Company'spreparation of the standalone Ind AS financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2017 its profit total comprehensive income its cash flows andthe changes in equity 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 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies 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 purposes of our audit.

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

c) The Balance Sheet Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisreport are in agreement with the books of accounts.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards specified under section 133 of the Act read with relevantrules issued thereunder.

e) On the basis of written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms ofsection 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rules 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 standalone Ind AS financial statements - Refer Note no. 34

(b) to (e) and Note no. 35 to the Ind AS financial statements.

ii) The Company did not have any material foreseeable losses on long-term contractsincluding derivative contracts that require provision under any law or accountingstandards for 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.

iv) The Company has provided requisite disclosures in the Standalone Ind AS financialstatements as regards to its holdings and dealings in Specified Bank Notes as defined inthe Notification S.O. 3407 (E) dated 8th November 2016 of the Ministry of Finance duringthe period from 8th November 2016 to 30th December 2016. Based on the audit proceduresperformed and representations provided to us by the management we report that thedisclosures are in accordance with the books of accounts maintained by the Company and asproduced to us by the management.

For A. M. Ghelani & Company For Chaturvedi & Shah
Chartered Accountants Chartered Accountants
Registration No : 103173W Registration No : 101720W
Chintan A. Ghelani Jignesh Mehta
Partner Partner
Membership No.: 104391 Membership No.: 102749
Place: Mumbai Place: Mumbai
Date: 10th May 2017 Date: 10th May 2017

"Annexure A" to Independent AuditorsRs Report referred to in Paragraph 1under the heading of "Report on other legal and regulatory requirements" of ourreport of even date.

(i) In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.

b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable havingregard to the size of the Company and the nature of its assets. No material discrepancieswere noticed on such physical verification.

c) In our opinion and according to the information and explanations given to us thetitle deeds of immovable properties are held in the name of the company.

(ii) As the company had no inventories during the year clause (ii) of paragraph of 3of the Order is not applicable to the Company.

(iii) The Company has not granted loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Act. Therefore the Clause (iii) of paragraph 3 of the Order is notapplicable to the 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 grant of loans making investments and providing guarantees andsecurities.

(v) According to the information and explanations given to us the Company has notaccepted any deposits within the meaning of provisions of sections 73 to 76 or any otherrelevant provisions of the Act and the rules framed there under. Therefore the clause (v)of paragraph 3 of the Order is not applicable to the Company.

(vi) To the best of our knowledge and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under sub section (1) of Section 148 ofthe Act in respect of the activities undertaken by the Company.

(vii) In respect of Statutory dues :

a) According to the records of the Company undisputed statutory dues includingprovident fund employeesRs state insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues have beenregularly deposited with appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of the aforesaid dueswere outstanding as at March 312017 for a period of more than six months from the datethey became payable.

b) According to the records of the Company and the information and explanations givento us the disputed statutory dues on account of income tax service tax amounting to Rs2929.30 lakhs that have not been deposited before appropriate authorities are as under :

Name of Statute Nature of Dues Rupees in Lakhs Period to which the amount relates Forum where dispute is pending
Income Tax 1961 Income Tax 2236.17 A.Y 2011-12 to A.Y 2013-14 CIT (Appeals)
Income Tax 1961 Income Tax 490.05 AY 2004-05 to AY 2008-09 ITAT
Service Tax (Finance Act 1994) Service Tax 203.08 F.Y 2006-07 CESTAT
Total 2929.30

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loan or borrowing to a financialinstitution bank government or dues to debenture holders of the company.

(ix) In our opinion and according to the information and explanations given to usmonies raised by way of the term loans during the year have been applied by the Companyfor the purposes for which they were raised.The company has not raised money by way ofinitial public offer or further public offer (including debt instruments) during the yearunder report.

(x) Based on the audit procedures performed for the purpose of reporting the true andfair view of the standalone Ind AS financial statements and as per the information andexplanations given to us no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to usmanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion company is not a nidhi company. Therefore clause (xii) ofparagraph 3 of the Order is not applicable to the company.

(xiii) In our opinion and according to the information and explanations given to usall transactions with related parties are in compliance with sections 177 and 188 of theAct and details of related party transactions have been disclosed in the standalone Ind ASfinancial statements etc. as required by the applicable accounting standards.

(xiv) In our opinion and according to the information and explanations given to us thecompany has neither made any preferential allotment or private placement of shares orfully or partly convertible debenture during the year under review. Therefore the clause(xii) of paragraph 3 of the Order is not applicable to the company.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transaction with the directors or personsconnected with them and covered under section 192 of the Act. Hence clause (xv) of theparagraph 3 of the Order is not applicable to the Company.

(xvi) To the best of our knowledge and as explained the Company is not required to beregistered under section 45- IA of the Reserve Bank of India Act 1934.

For A. M. Ghelani & Company For Chaturvedi & Shah
Chartered Accountants Chartered Accountants
Registration No : 103173W Registration No : 101720W
Chintan A. Ghelani Jignesh Mehta
Partner Partner
Membership No.: 104391 Membership No.: 102749
Place: Mumbai Place: Mumbai
Date: 10th May 2017 Date: 10th May 2017

AUDITORSRs REPORT

"Annexure B" to Independent AuditorsRs Report referred to in paragraph 2(f)under the heading "Report on other legal and regulatory requirements" of ourreport of even date.

We have audited the Internal Financial Controls over financial reporting of The PhoenixMills Limited ("the company") as of 31st March 2017 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year thenended.

Management Responsibility for the 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 (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.

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 issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 standalone Ind AS financial statements whether due to fraudor 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 standalone Ind AS financial statements for external purposes in accordancewith generally 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 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

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 31st March 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 ICAI.

For A. M. Ghelani & Company For Chaturvedi & Shah
Chartered Accountants Chartered Accountants
Registration No : 103173W Registration No : 101720W
Chintan A. Ghelani Jignesh Mehta
Partner Partner
Membership No.: 104391 Membership No.: 102749
Place: Mumbai Place: Mumbai
Date: 10th May 2017 Date: 10th May 2017