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S H Kelkar & Company Ltd.

BSE: 539450 Sector: Industrials
NSE: SHK ISIN Code: INE500L01026
BSE LIVE 15:59 | 17 Oct 278.35 -1.15
(-0.41%)
OPEN

280.65

HIGH

284.80

LOW

276.00

NSE 15:59 | 17 Oct 278.45 -1.15
(-0.41%)
OPEN

279.60

HIGH

284.75

LOW

276.00

OPEN 280.65
PREVIOUS CLOSE 279.50
VOLUME 22988
52-Week high 361.90
52-Week low 236.60
P/E 57.99
Mkt Cap.(Rs cr) 4,026
Buy Price 0.00
Buy Qty 0.00
Sell Price 278.35
Sell Qty 1.00
OPEN 280.65
CLOSE 279.50
VOLUME 22988
52-Week high 361.90
52-Week low 236.60
P/E 57.99
Mkt Cap.(Rs cr) 4,026
Buy Price 0.00
Buy Qty 0.00
Sell Price 278.35
Sell Qty 1.00

S H Kelkar & Company Ltd. (SHK) - Auditors Report

Company auditors report

To the Members of

S H Kelkar and Company Limited

Report on the standalone Ind AS financial statements

We have audited the accompanying standalone Ind AS financial statements of S H Kelkarand Company Limited (‘the Company') which comprise the Balance Sheet as at 31 March2017 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flow and the Statement of Changes in Equity for the year ended on thatdate and a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as "standalone Ind AS financialstatements").

Management's responsibility for the standalone 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 standalonecash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)prescribed under Section 133 of the Act read with the relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of thestandalone Ind AS financial statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone Ind AS financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also 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 we have obtained 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 including the Ind AS of thefinancial position of the Company as at 31 March 2017 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear 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 Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the said Order to the extent applicable.

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

(a) except for matter specified in sub-clause (g) (iv) in respect of disclosure ofdealings in Specified Bank Notes during the period from 8 November 2016 to 30 December2016 below we have sought and obtained all the information and explanations which to thebest of 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 standalone balance sheet the standalone statement of profit and loss and thestatement of standalone cash flow and the standalone statement of changes in equity dealtwith by this report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards prescribed under Section 133 of the Act read withrelevant rules thereunder;

(e) on the basis of written representations received from the directors as on 31 March2017 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31 March 2017 from being appointed as a director in terms of Section 164(2) of theAct;

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

(g) with respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the

Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation 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 39 to thestandalone Ind AS 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; and

iv. the Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016. However we are unable to obtain sufficient and appropriateaudit evidence to report on whether the disclosures are in accordance with books ofaccount maintained by the Company and as produced to us by the Management – ReferNote 41.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Aniruddha Godbole
Mumbai Partner
12 May 2017 Membership No: 105149

Annexure A to the Independent Auditors' Report – 31_March_2017

(Referred to in our report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assetsby which all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. In accordance with the above programmethe Company has verified certain fixed assets during the year and no materialdiscrepancies were noticed in respect of assets verified during the year.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The inventory except for goods-in-transit and stocks with third parties has beenphysically verified by the management during the year. In our opinion the frequency ofsuch verification is reasonable. For stocks lying with third parties at the year-endwritten confirmations have been obtained. The discrepancies noticed on verificationbetween the physical stocks and the book records were not material and have been dealtwith in books of account.

(iii) (a) The Company has granted unsecured loans to two companies covered in theregister maintained under Section 189 of the Companies Act 2013 (‘the Act'). TheCompany has not granted any loans secured or unsecured to body corporate firms limitedliability partnerships or other parties covered in the register maintained under Section189 of the Act. In our opinion and according to the information and explanations given tous the Company does not consider the reimbursement of cost charged and outstanding tofall under purview of loans. In our opinion the rate of interest and other terms andconditions on which the unsecured loans has been granted to companies listed in theregister maintained under Section 189 of the Act is not prima facie prejudicial to theinterest of the Company.

(b) The unsecured loans granted to companies covered in the register maintained underSection 189 of the Act do not have stipulations with regard to the repayment of principaland interest. Accordingly we are unable to comment on the regularity of repayment ofprincipal and interest.

(c) The unsecured loans granted to companies covered in the register maintained underSection 189 of the Act do not have stipulations with regard to the repayment of principaland interest. Accordingly we are unable to comment whether there is any amount overduefor more than ninety days in respect of such loan.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto the unsecured loans and guarantee given to body corporates loans and guarantees givento companies and a body corporate and investments made by the Company. The Company has notgiven any security under Section 185 and 186 of the Act.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia under the provisions of Sections 73 to 76 or any other relevant provisions of theAct and the rules framed there under. Accordingly paragraph 3 (v) of the Order is notapplicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148 (1) of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. However we have not made a detailedexamination of the records.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of records of the Company amounts deducted/ accrued in the books ofaccount in respect of Provident fund Employees' State Insurance Income tax Service taxSales tax Value added tax Professional tax Duty of customs Duty of excise Cess andother material statutory dues have been regularly deposited with the appropriateauthorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income tax Service taxSales tax Value added tax Professional tax Duty of customs Duty of excise Cess andother material statutory dues were in arrears as at 31 March 2017 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofSales tax Value added tax and Duty of customs which have not been deposited with theappropriate authorities on account of any dispute. According to the information andexplanations given to us the following dues of Income-tax Service tax and Duty of excisehave not been deposited as on 31 March 2017 by the Company on account of disputes:

Name of the statute Nature of the dues Demand in Rupees crores Amount not deposited on account of demand Rupees in crores Period to which the amount relates Forum where dispute is pending
Income tax Act 1961 Income-tax 0.40 0.40 2008-09 Income-tax Appellate Tribunal
Income tax Act 1961 Income-tax 0.04 0.04 2010-11 The Commissioner of Income-tax (appeals)
Income tax Act 1961 Income-tax 0.52 0.52 2012-13 The Commissioner of Income-tax (appeals)
Central Excise Act 1944 Service tax 3.67 1.91 1999-2012 The Commissioner of Central Excise (appeals)
Central Excise Act 1944 Excise duty 0.32 0.20 2008-09 The Commissioner of Central Excise (appeals)
Central Excise Act 1944 Excise duty 0.11 0.07 2011-12 The Commissioner of Central Excise (appeals)
Central Excise Act 1944 Service tax 0.04 0.04 2011-12 The Commissioner of Central Excise (appeals)
Central Excise Act 1944 Excise duty 1.01 1.01 2011-12 The Commissioner of Central Excise (appeals)
Central Excise Act 1944 Excise duty 6.98 6.98 2011-12 CESTAT
Central Excise Act 1944 Excise duty 0.04 0.04 2008-09 The Commissioner of Central Excise (appeals)
Central Excise Act 1944 Excise duty 0.39 0.39 2008-09 The Commissioner of Central Excise (appeals)

(viii) In our opinion and according to the information and explanations given to usthe Company does not have any loans or borrowings from banks government or dues tofinancial institutions or debenture holders during the year.

(ix) In our opinion and according to the information and explanations given to us theCompany has utilised the money raised by way of initial public offer during the previousyear. In our opinion and according to the information and explanations given to us theCompany has not raised any monies by way of initial public offer or further public office(including debt instruments) and has not obtained any term loans during the year.

(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) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company and the Nidhi Rules 2014 are not applicable to it.Accordingly paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable to the Company.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Aniruddha Godbole
Mumbai Partner
12 May 2017 Membership No: 105149

Annexure B to the Independent Auditors' Report – 31_March_2017

(Referred to in our report of even date)

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

We have audited the internal financial controls over financial reporting of S H Kelkarand Company Limited ("the Company") as of 31 March 2017 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat 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 ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemed tobe 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 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 Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures 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 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 31 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 Institute of CharteredAccountants of India.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Aniruddha Godbole
Mumbai Partner
12 May 2017 Membership No: 105149