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United Polyfab Gujarat Ltd.

BSE: 533024 Sector: Industrials
NSE: UNITEDPOLY ISIN Code: INE368U01011
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United Polyfab Gujarat Ltd. (UNITEDPOLY) - Auditors Report

Company auditors report

To

The Members of

UNITED POLYFAB GUJARAT LIMITED

(Formerly known as United Polyfab (Unit-II) Private Limited)

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/S. UNITEDPOLYFAB GUJARAT LIMITED (FORMERLY KNOWN AS M/S. UNITED POLYFAB (UNIT-II) PVT. LTD.("the Company") which comprise the Balance Sheet as at March 31 2017 theStatement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.

Management s Responsibility for the Standalone 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 and presentation ofthese standalone financial statements that 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 Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities selection and application ofappropriate accounting policies; making judgements and estimates that are responsible 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 financialstatements that give a true and fair view and are free from material misstatement whetherdue 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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under. We conducted our audit inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement. An audit involves performing procedures to obtain audit evidenceabout the amounts and the disclosures in the financial statements. The procedures selecteddepend on the auditor s judgment including the assessment of the risks of materialmisstatement of the 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 financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstancesbut not for the purpose of expressing an opinion on whether the Company has in place anadequate internal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company s

Directors as well as evaluating the overall presentation of the 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 financial statements.

Opinion

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 31 March 2017 and 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 2017 ("the Order")issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act we give inthe Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order tothe extent applicable.

2. As required by section 143(3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit. b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as appears from ourexamination of those books; c) The balance sheet the statement of profit and loss and thecash flow Statement dealt 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 written representations received fromthe directors as on March 31 2017 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2017 from being appointed as a director in termsof Section 164 (2) of the Act; and f) With respect to the adequacy of the internalfinancial controls over financial reporting of the Company and the operating effectivenessof such controls refer to our separate Report in

"Annexure B". Our report express an unmodified opinion on the adequacy andoperating effectiveness of the Company s internal financial controls over financialreporting. g) With respect to the other matters to be included in the Auditor s Report inaccordance with Rule 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) TheCompany does not have any pending litigations for which provision have not been made whichwould impact its financial position. ii) The Company has made provision as required underthe applicable law or accounting standards for material foreseeable losses if any. iii)The Provisions of transfer of funds to Investor Education and Protection Fund notapplicable to the Company. iv) The Company has provided requisite disclosures in itsstandalone financial statements as to holdings as well as dealings in Specified Bank Notesduring the period from 8 November 2016 to 30 December 2016 and these are in accordancewith the books of accounts maintained by the Company. Refer Note 31 to the standalonefinancial statements.

Annexure "A" to the Independent Auditor s Report

The Annexure referred to in our Independent Auditor s Report to the members of theCompany on the financial statements for the year ended 31 March 2017 we report that; (i)In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. (b) As per the information andexplanations given to us all the assets have not been physically verified by themanagement during the year but there is a regular programme of verification which in ouropinion is reasonable having regard to the size of the company and the nature of itsassets. No material discrepancies were noticed on such verification.

(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) In respect of Inventory: (a) As explained to us inventories have been physicallyverified during the year by the management at reasonable intervals. In our opinion thefrequency of verification is reasonable. As informed to us there were no materialdiscrepancies noticed on verification between the physical stocks and the book recordsandany discrepancies found has been properly dealt within the books of accounts.

(iii) In respect of the loans secured or unsecured granted by the company tocompanies firms or other parties covered in the register maintained u/s. 189 of theCompanies Act 2013: (a) During the year under audit the Company has not granted anyloans secured or unsecured to the companies firms and other parties covered in theregister maintained under section 189 of the Companies Act 2013 hence clause 3 (iii) (a)(iii) (b) and (iii) (c) of the Companies (Auditor s

Report) Order 2017 are not applicable.

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 loans and investments made.

v) According to the information and explanation given to us the company has notaccepted any deposit from the public during the year. Therefore the provisions of clause(v) of paragraph 3 of the order are not applicable to the company.

vi) We are informed that maintenance of cost records under section 148 (I) of theCompanies Act 2013 are not required for the company.

vii) (a) The company is generally regular in depositing the undisputed statutory duesincluding Provident Fund Employees State Insurance Income Tax Wealth Tax Sales TaxCustom Duty Excise Duty Service Tax Value Added Tax Cess and any other statutory dueswith the appropriate authorities. According to the information and explanations given tous no undisputed amounts payable in respect of afore mentioned dues were outstanding asat 31St March 2017 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us there are no materialdues of Income Tax Wealth Tax Sales Tax Custom Duty Excise Duty Service Tax ValueAdded Tax Cess and any other statutory dues which have not been deposited with theappropriate authorities on account of any dispute. (viii) In our opinion and according tothe information and explanations given to us the company has not defaulted in repaymentof dues to financial institutions or banks. As there are no debentures the question ofrepayment does not arise.

(ix) The Company has raised of Rs. 76545000/- by way of initial public offer of1701000 Shares of Rs. 10/- issued at a premium of Rs. 35/-. In our opinion and accordingto the information and explanations given to us the money raised by the public issue andthe Term Loans have been applied for the purpose for which they were obtained.

(x) According to the information and explanation given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations give 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. Accordingly paragraph 3(xii) of the Order is notapplicable.

(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 financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has issued 1701000 Shares of Rs.10/- @ a premium of Rs. 35/- and 1000000 Shares of Rs. 10/- @ a premium of Rs. 90/-during the year. (xv) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable. (xvi) The Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934.

ANNEXURE "B" TO THE AUDITORS REPORT

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the Companies Act 2013 ( the Act )

We have audited the internal financial controls over financial reporting of M/S.UNITED POLYFAB GUJARAT LIMITED (FORMERLY KNOWN AS M/S. UNITED POLYFAB (UNIT-II) PVT. LTD.("the Company") as of 31 March 2017 in conjunction with our audit of thestandalone financial statements of the Company for the year ended 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 controls 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 responsibilityinclude 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 the Company s policies the safeguarding of its assetsthe prevention 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 theStandards of Accounting issued by ICAI and deemed to be prescribed under Section 143(10)of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting were established and maintained and if such controls operated effectively in allmaterial respects. Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding or internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor s judgement including the assessment of therisks of material 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 authorizations of theManagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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.

As per our Report of Even Date For and on Behalf of
For Nahta Jain & Associates
Chartered Accountants
Firm Regn. No. 106801W
(CA. I. C. Nahta)
Place : Ahmedabad Partner
Date : 30/05/2017 M. No. 070023