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Vishal Fabrics Ltd.

BSE: 538598 Sector: Industrials
NSE: N.A. ISIN Code: INE755Q01025
BSE LIVE 15:02 | 07 Dec 281.00 0
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OPEN

281.00

HIGH

281.00

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274.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 281.00
PREVIOUS CLOSE 281.00
VOLUME 170
52-Week high 314.00
52-Week low 85.39
P/E 117.08
Mkt Cap.(Rs cr) 1,234
Buy Price 281.00
Buy Qty 1.00
Sell Price 282.00
Sell Qty 50.00
OPEN 281.00
CLOSE 281.00
VOLUME 170
52-Week high 314.00
52-Week low 85.39
P/E 117.08
Mkt Cap.(Rs cr) 1,234
Buy Price 281.00
Buy Qty 1.00
Sell Price 282.00
Sell Qty 50.00

Vishal Fabrics Ltd. (VISHALFABRICS) - Auditors Report

Company auditors report

To The Members of Vishal Fabrics Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Vishal Fabrics Limited(‘the Company') which comprise the Balance Sheet as at March 31 2017 and theStatement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of significant accou ting policies and other explanatory information.

Management's responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 ( "the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the Accountingprinciples generally accepted in India including the accounting standards specified undersection 133 of the act read with rule 7 of the companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provisions of the act for safeguarding the assets of the company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgment and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

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 there under. We conducted our audit in accordancewith the Standards on Auditing specified under section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation of the financialstatements that give 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 bycompanies directors as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid 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 India:

(i) in the case of the Balance sheet of the state of affairs of the company as atMarch 31 2017; (ii) in the case of the Statement of Profit and Loss the profit for theyear ended on that date; and (iii) in the case of the Cash Flow Statement of the cashflows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order 2016 ("The Order")issued by the central government of India in terms of sub-section 11 of Section 143 of theAct We give in the annexure a statement on the matter specified in paragraphs 3 & 4of the order.

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 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 Balance Sheet Statement of Profit and Loss and Cash FlowStatement comply with the Accounting Standards referred to in section 133 of the CompaniesAct 2013 read with rule 7 of the Companies (Accounts) Rules 2014.

e. on the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of sub section (2) ofSection 164 of the Companies Act 2013.

f. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company.

g. With respect to the other matters included in the auditor's report and to best ofour information and according to the explanation given to us.

1 . The Company has disclosed the impact of pending litigations on its financialposition in its financial statements – Refer Note 29 (c ) to (k) to the financialstatements;

2 . The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

3 . There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Anil S. Shah & Co.

Chartered Accountants Firm's Reg. No.: 100474W

Krunal A. Shah

Partner

Membership No.: 115801

Place: Ahmedabad Date: 30.05/2017

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in paragraph 1 under "Report on Other Legal andRegulatory Requirements" section of our report of even date

(i) In Respect of its Fixed Assets:

a) The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets

b) These Fixed A sets have been physically verified by the management at the reasonableintervals in accordance with regular programme of verification. According to theinformation and explanation given to us no material discrepancies were noticed onsuch verification.

c) The title deeds of immovable properties are held in the name of the company.

(ii) In Respect of its invent ry:

According to the information and explanation given to us physical verificationof inventory has been conducted at reasonable intervals by the management and no materialdiscrepancies were noticed on physical verification during the year.

(iii) The Company has given loans to three parties covered in the register maintainedu/s 189 of the Companies Act 2013.

(a) According to information and explanation the Company has granted interest freeloan to two parties and interest bearing loan to one party covered in the registermaintained U/s. 189 of the Companies Act 2013 prima facie the terms and conditions arenot prejudicial to company's interest; (b) According to the information and explanationsgiven to us the loans granted by the Company are interest free loans except to one partyhence the question of recovery of interest does not arise in case of two parties and incase of principal as explained to us there is no stipulation for repayment of loan.

In case of interest bearing loan interest recovered and question of recovery ofprincipal does not arise as explained to us there is no stipulation for repayment ofloan.

(c) In respect of loan granted by the Company during the year since there is nostipulation for repayment overdue exceeding more than ninety days does not arise.

(iv) According to information and explanations given to us the Company has compliedwith the provisions of Section 185 and 186 of the Companies Act 2013 in respect of loansinvestments guarantees and security.

(v ) According to information and explanations given to us the Company has not acceptedany deposits during the year.

(vi) We have broadly reviewed the books of account relating to materials labour andother items of cost maintained by the Company pursuant to the Rules made by the CentralGovernment for the maintenance of cost records under Section 148(1) of the Companies Act2013 and we are of the opinion that prima facie the prescribed accounts and records havebeen made and maintained. We have not however made a detailed examination of the saidrecords with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company is generally regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income-tax sales-tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues with theappropriate authorities.

According to information and explanation given to us no undisputed amounts payable inrespect of the aforesaid dues were outstanding as at March 31 2017 for a period of morethan six months from the date of becoming payable.

(b) According to the information and explanation given to us the following dues ofincome tax excise duty have not bee deposited on account of disputes

(Rs. In Lacs)
Name of the statute Nature of dues Amount (in Rs) Period to which the amount relates Forum where dispute is pending
The Central Excise Act 1944 Excise 11.42 2001-02 to 2004-05 Textile Cess Appelate Tribulanal
6.33 2004-05 to 2006-07
Labour Laws Labour Law Matters 12.65 2013 Labour Commisisoner Ahmedabad
Labour Laws Civil Suit 4.57 2005 to 2013 City Civil Court Ahmedabad
Income Income Tax 7.30 AY 2011 -12 ITAT
Tax Act 19 61 28.42 AY 2013 -14 CIT(A)
0.81 AY 2014 -15 CIT(A)

(viii) Based on our audit procedures and according to the information and explanationgiven to us we are of the opinion that the company has not defaulted in repayment of duesto financial institutions banks and debenture holders.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year.

During the Year Company has made Right Issue of 8782667 Shares @ Rs. 100/- eachincluding Premium of Rs.90 per share fully paid up; Issue commenced on 16.03.2017 andpending allotment as on 31.03.2017.(Refer Note No.5 & 20)

(x ) We have not noticed or reported any fraud by the Company or any fraud on theCompany by its officers or employees during the year.

(xi) The managerial remuneration has been paid or provided in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule Vto the Companies Act 2013.

(xii) In our opinion and according to information and explanation given to us theCompany is not a Nidhi Company accordingly paragraph 3(xii) of the Order is not appicable to the Company.

(xiii) According to the information and explanation given to us all transactions withthe related parties are in compliance with Section 177 and 188 of the Companies Act 2013wherever applicable and the details have been disclosed in the financial statements etc.as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with him andthe provisions of Section 192 of Companies Act 2013 have been complied with.

(xvi) The paragraph 3(xvi) of the Order is not applicabl to the Company as the companyis not a required to be registered under section 45-IA of he Reserve Bank of India Act1934.

For Anil S. Shah & Co.

Chartered Accountants Firm's Reg. No.: 100474W

Krunal A. Shah Partner

Membership No.: 115801

Place: Ahmedabad

Date: 30.05.2017

ANNEXURE TO T E INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTSOF VISHAL FABRICS LIMITED

Report on the Internal Financial Controls under Clause (i) of sub-section 3 ofSection 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of VishalFabrics Limited ("the Company") as of March 31 2017 in conjunction withour audit of the financial statements of the Company for the year 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 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 informationas required under the Companies Act 2013.

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 FinancialReporting (the "Guidance Note") and the Standards on Auditing issued byICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate interna financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of 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 orerror. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for my /our audit opinion on the Company's internal financial controlssystem over 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 ( ) 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 overrideof controls material misst tements 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 d teriorate.

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 31 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 Anil S. Shah & Co.

Chartered Accountants Firm's Reg. No.: 100474W

Krunal A. Shah

Partner

Membership No.: 115801

Place: Ahmedabad

Date:30.05.2017