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VRL Logistics Ltd.

BSE: 539118 Sector: Others
NSE: VRLLOG ISIN Code: INE366I01010
BSE LIVE 15:40 | 23 Oct 355.70 -2.90
(-0.81%)
OPEN

358.65

HIGH

362.60

LOW

354.95

NSE 15:48 | 23 Oct 355.25 -3.60
(-1.00%)
OPEN

360.00

HIGH

362.05

LOW

354.55

OPEN 358.65
PREVIOUS CLOSE 358.60
VOLUME 2453
52-Week high 384.25
52-Week low 244.70
P/E 40.47
Mkt Cap.(Rs cr) 3,245
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 358.65
CLOSE 358.60
VOLUME 2453
52-Week high 384.25
52-Week low 244.70
P/E 40.47
Mkt Cap.(Rs cr) 3,245
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VRL Logistics Ltd. (VRLLOG) - Auditors Report

Company auditors report

To the Members of VRL Logistics Limited Report on the Financial Statements

1. We have audited the accompanying financial statements of VRL Logistics Limited(‘the Company') which comprise the Balance Sheet as at 31 March 2017 the Statementof Profit and Loss (including Other Comprehensive Income) the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of the significantaccounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. 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 financial statements that give a true and fair view of the state of affairs(financial position) profit (financial performance including other comprehensive income)cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards(‘Ind AS') specified under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based onour audit.

4. 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.

5. 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 whetherthese financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial controls relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

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

Opinion

8. 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 including Ind AS specified under Section 133 of theAct of the state of affairs (financial position) of the Company as at 31 March 2017 andits profit (financial performance including other comprehensive income) its cash flowsand the changes in equity for the year ended on that date.

Other matter

9. The Company had prepared separate sets of statutory financial statements for theyear ended 31 March 2016 and 31 March 2015 in accordance with Accounting Standardsprescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 (as amended) on which we issued auditor's reports to the shareholders of theCompany dated 23 May 2016 and 25 May 2015 respectively. These financial statements havebeen adjusted for the differences in the accounting principles adopted by the Company ontransition to Ind AS which have also been audited by us. Our opinion is not modified inrespect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order 2016 (‘the Order')issued by the Central Government of India in terms of Section 143(11) of the Act we givein Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure A as required by Section 143(3) of the Act wereport 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 financial statements dealt with by this report are in agreement with the booksof account;

d) in our opinion the aforesaid financial statements comply with Ind AS specifiedunder Section 133 of the Act;

e) on the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as at 31 March2017 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as at 31 March 2017 in conjunction with our audit of the financialstatements of the Company for the year ended on that date and our report dated 19 May 2017as per Annexure B expressed an unmodified opinion;

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 (as amended) inour opinion and to the best of our information and according to the explanations given tous:

i. the Company as detailed in Note 32 to the financial statements has disclosed theimpact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company;

iv. the Company as detailed in Note 10 to the financial statements has made requisitedisclosures in these financial statements as to holdings as well as dealings in SpecifiedBank Notes during the period from 8 November 2016 to 30 December 2016. Based on the auditprocedures performed and taking into consideration the information and explanations givento us in our opinion these are in accordance with the books of account maintained by theCompany.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm Registration No. 001076N / N500013

per Bharat Shetty

Partner

Membership No.: 106815

Place : Hubballi

Date : 19 May 2017

Annexure to the Independent Auditor's Report of even date to the members of VRLLogistics Limited on the financial statements for the year ended 31 March 2017

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

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

(b) The fixed assets have been physically verified by the management during the yearand no material discrepancies were noticed on such verification. In our opinion thefrequency of verification of the fixed assets is reasonable having regard to the size ofthe Company and the nature of its assets.

(c) The title deeds of all the immovable properties (which are included under the head‘Property plant and equipment') are held in the name of the Company.

(ii) In our opinion the management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies between physicalinventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan secured or unsecured to companies firmsLimited Liability Partnerships (LLPs) or other parties covered in the register maintainedunder Section 189 of the Act. Accordingly the provisions of clauses 3(iii)(a) 3(iii)(b)and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion the Company has not entered into any transaction covered underSections 185 and 186 of the Act. Accordingly the provisions of clause 3(iv) of the Orderare not applicable.

(v) In our opinion the Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(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 undersub-section (1) of Section 148 of the Act in respect of sale of power and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

(vii) (a) The Company is 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 other material statutory dues asapplicable to the appropriate authorities. Further no undisputed amounts payable inrespect thereof were outstanding at the year-end for a period of more than six months fromthe date they become payable.

(b) The dues outstanding in respect of income-tax sales-tax service-tax duty ofcustoms duty of excise and value added tax on account of any dispute are as follows:

Statement of disputed dues

Name of the statute Nature of dues Amount (' in Lakhs) Amount paid under Protest (' in Lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Disallowance of prior period expenses expenses incurred towards construction of building notional interest on funds provided to Vijayanand Printers Limited and Interest levied under Section 234B and 234C 377.15 296.41 2003-04 (Assessment year) Commissioner of Income Tax (Appeals)
Demand of tax not deducted at source on body building charges contribution to power evacuation facilities etc. 105.73 105.73 2007-08 (Assessment year) Income Tax Appellate Tribunal
Revenue from sale of power considered as Section 80IA income disallowance of communication expenses Air Charter expenses etc. 220.46 Nil 2008-09 (Assessment year) Commissioner of Income Tax (Appeals)
Demand of tax not deducted at source on body building charges. 1.75 1.75 2008-09 (Assessment year) Income Tax Appellate Tribunal
Disallowance of lease rent paid for leased land amortisation of leasehold improvements and disallowance of aircraft expenditures with assumption that directors of the Company used Company's assets for personal purposes. 3.18 Nil 2010-11 (Assessment year) Income Tax Appellate Tribunal
Disallowance of certain expenditure such as advances claimed as bad debts and proportionate disallowance of aircraft expenditure with assumption that directors of the Company used Company's assets for personal purposes. 6.25 Nil 2012-13 (Assessment year) Commissioner of Income Tax (Appeals)
Disallowance of Section 80IA deduction for income from Sale of Certified Emission Reductions (CERs) and personal usage of aircraft expenditure with assumption that directors of the Company used Company's assets for personal purposes. 197.96 Nil 2013-14 (Assessment year) Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Disallowance of Section 80IA deduction for income from Sale of Certified Emission Reductions (CERs) and personal usage of aircraft expenditure with assumption that directors of the Company used Company's assets for personal purposes. 210.33 Nil 2014-15 (Assessment year) Commissioner of Income Tax (Appeals)
Customs Act 1962 Customs duty on import of aircraft and related interest/ penalties/fines 1569.02 688.05 2007-08 (Financial year) Customs Excise and Service Tax Appellate Tribunal (Ahmedabad)
Employees' State Insurance Act1948 Contribution on drivers' wages 12.92 3.17 October 2005 to January 2006 High Court of Karnataka

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank orfinancial institution or government during the year. The Company did not have anyoutstanding debentures during the year.

(ix) In our opinion the Company has applied moneys raised by way of initial publicoffer and the term loans for the purposes for which these were raised.

(x) No fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordancewith the requisite approvals mandated by the provisions of Section 197 of the Act readwith Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of the Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable Ind AS.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cash transactions withthe directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm Registration No. 001076N /

N500013

per Bharat Shetty

Partner

Membership No.: 106815

Place : Hubballi

Date : 19 May 2017

Annexure to the Independent Auditor's Report of even date to the members of VRLLogistics Limited on the financial statements for the year ended 31 March 2017

Annexure B

Independent Auditor's report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

1. In conjunction with our audit of the financial statements of VRL Logistics Limited(‘the Company') as at and for the year ended 31 March 2017 we have audited theinternal financial controls over financial reporting (IFCoFR) of the Company as at thatdate.

Management's Responsibility for Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (‘the Guidance Note') issued by the Institute of Chartered Accountants ofIndia (‘the ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of the Company's business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of IFCoFR and the Guidance Note issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate IFCoFR wereestablished and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A Company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A Company'sIFCoFR 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.

Annexure to the Independent Auditor's Report of even date to the members of VRLLogistics Limited on the financial statements for the year ended 31 March 2017

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March 2017 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm Registration No. 001076N / N500013

per Bharat Shetty

Partner

Membership No.: 106815

Place : Hubballi

Date : 19 May 2017