TOTHE MEMBERS OF AMINES & PLASTICIZERS LIMITED
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Amines & Plasticizers Limited (the Company) which comprise the Balance Sheet as at March 31 2019 the Statement of Profit and Loss (including other comprehensive income) the Statement of Cash Flows for the year then ended and including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as `Standalone Financial Statements').
2. In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements give the information required by the Companies Act2013 (the`Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (`Ind AS') specified under Section 133 of the Act of the state of affairs (financial position) of the Company as at 31 March 2019 and its profit (financial performance including other comprehensive income)its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143 (10) of the Companies Act 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (`ICAI') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
4. Key audit matters are those matters thatin our professional judgmentwere of most significance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as a wholeand in forming our opinion thereonand we do not provide a separate opinion on these matters.
5. We have determined the matter described below to be the key audit matters determined to be communicated in our report on standalone financial statements.
Information Other than the Standalone Financial Statements and Auditor's ReportThereon
6. The Company's management and Board of Directors is responsible for the other information.The other information comprises the included in the Company's annual report but does not include the standalone financial statements and our auditor's report thereon.
7. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
8. In connection with our audit of the standalone financial statements our responsibility is to read the other information andin doing soconsider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If based on the work we have performedwe conclude that there is a material misstatement of this other information we are required to report that fact.We have nothing to report in this regard.
Responsibility of Management for the Standalone Financial Statements
9. The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act2013 (the Act) with respect to the preparation of these standalone financial statements to give a true and fair view of the state of affairs (financial position)profit or loss (financial performance including other comprehensive income) changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in Indiaincluding the Ind AS specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.
10. In preparing the standalone financial statements management is responsible for assessing the Company's ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operationsor has no realistic alternative but to do so.
11. The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
12. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatementwhether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
13. As part of an audit in accordance with SAs we have exercised professional judgment and maintain professional skepticism throughout the audit.We also:
Identify and assess the risks of material misstatement of the standalone financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and have obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion.The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgeryintentional omissionsmisrepresentationsor the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting andbased on the audit evidence obtainedwhether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.Howeverfuture events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the standalone financial statements including the disclosures and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
14. We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.
15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independenceand where applicablerelated safeguards.
16. From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
17. As required by Section 197(16) of the Actwe report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.
18. As required by`the Companies (Auditor's Report) Order2016'issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the Order) we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Orderto the extent applicable.
19. Further to our comments in Annexure Aas required by Section 143(3) of the Actwe report that
i. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
ii. In our opinionproper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
iii. The Standalone Financial Statements dealt with by this report are in agreement with the books of account;
iv. In our opinionthe aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act;
v. on the basis of the written representations received from the directors as on 31st March 2019 taken on record by the board of Directorsnone of the directors is disqualified as on 31st March2019 from being appointed as a director in terms of Section 164(2) of the Act;
vi. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report inAnnexure Bexpressed an unmodified opinion;
20. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014in our opinion and 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 financial position in the standalone financial statements Refer Note 31 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses needs to be provided as at March 312019;
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2019.
iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended 31 March 2019. Hence reporting under this clause is not applicable.
For B D G & Associates
FRN No. 119739W
Rameshkumar L Sharma
Membership No. 047896
Date : 27th May 2019
INDEPENDENT AUDITORS' REPORT
Annexure A to Independent Auditors'Report
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:
1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinionthe frequency of verification is reasonable.
(c) The title deeds of all the immovable properties (which are included under the Note 3 - `Property plant and equipment') are held in the name of the Company.
2. The Inventory physical verification have been conducted at reasonable intervals by the Management during the year except for goods-in-transit and stocks lying with third parties. For stocks lying with the third parties at the yearend written confirmations have been obtained by the management. The discrepancies noticed on physical verification of inventory by Management as compared to book records were not material.
3. The Company has granted unsecured loansto companies covered in the register maintained under Section 189 of the Act.
a) In respect of the aforesaid loansthe terms and conditions under which such loans were granted are not prejudicial to the Company's interest.
b) In respect of the aforesaid loansthe schedule repayment of principal and payment of interest has been stipulated and the parties are repaying the principal amounts as stipulated and are also regular in payment of interest as applicable.
In respect of exposure to one of the subsidiary APL Infotech Limitedwhere the total value of investment and loans (with Interest) aggregating to Rs. 681.01 lakhs as explained the company is under the process of upgrading the software based on the feedback received from prospective users.As informed the Company has also initiated steps to explore commercial propositions for generating revenues from the software. The company is also hopeful of identifying suitable tie ups with software companies for the software in coming years which will generate cash flows that will facilitate to repay its principal and interest accrued thereon at the earliest and on the basis of such representation by the management the terms and conditions of the aforesaid loan has not been considered prejudicial to the interest of the Company.
c) In respect of the aforesaid loansthere is no amount which is overdue for loans granted to these Companies
4. In our opinionand according to the information and explanations given to usthe Company has complied with the provisions of Section 185 and 186 of the Companies Act 2013 in respect of the loans and investments made and guarantees and security provided by it.
5. In our opinion and according to the information and explanations given to us the Company has not accepted deposits from the public within the meaning of section 73 to 76 of the Companies Act 2013 and the rules framed thereunder to the extent notified.
6. Pursuant to the rules made by the Central Government of Indiathe Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.We have broadly reviewed the same and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However we have nothowevermade a detailed examination of the records with a view to determine whether they are accurate or complete.
7. In respect of statutory dues:
a) According to the information and explanations given to us and according to the records of the Company examined by us in our opinion the Company is generally regular in depositing undisputed statutory dues including Provident Fund Employee's' State Insurance Income Tax Sales Tax Service Tax Custom Duty Excise Duty Value Added Tax Cess Goods and Services Tax and any other material statutory dues with the appropriate authorities wherever applicable.
Further no undisputed amounts payable in respect of aforesaid dues were outstanding as at March 31 2019 for a period of more than 6 months from the date they became payable.
b) According to the information and explanations given to us and records examined by usthere are no disputed dues in respect of Income Tax Sales Tax Service Tax Duty on Custom Duty on ExciseValue Added tax Goods and Cess except the following :
|Name of the Statute||Nature of Dues||Period to which it relates||Amount (in Lacs)||Amount Paid/ adjusted (in Lacs)||Forum where dispute is pending|
|Central Excise & Customs||Cenvat Input Credit - Commission||2010 to 2015||385.60||28.92||CESTAT|
|Central Excise & Customs||Cenvat Input Credit - Commission||2015-16||25.55||1.92||Commissioner (Appeals)|
|Central Excise & Customs||Insurance Travel Medical||2010 to 2015||8.35||0.84||Commissioner (Appeals)|
|The Central Sales Tax Act 1956 and Value Added Tax||Sales Tax and VAT||2013-2014||9.86||1.24||Joint Commissioner (Appeals)|
8. As According to the records of the Company examined by us and the information and explanation given to us the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or dues to debenture holders as at the balance sheet date.The Company did not have any outstanding loans or borrowings from government during the year.
9. The Company has not raised any moneys by way of initial public offer further public offer (including debt instruments).In our opinion the term loans were applied for the purposes for which the loans were obtained.
10. 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 and according to the information and explanations given to us we have neither come across any instance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the yearnor have we been informed of any such case by the Management.
11. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with ScheduleV to the Act.
12. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicable to it the provisions of Clause 3(xii) of the Order are not applicable to the Company.
13. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone Ind AS financial statements as required under Indian Accounting Standard (AS) 24 Related Party Disclosures specified under Section 133 of the Act.
14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
15. The Company has not entered into non-cash transactions with directors or persons connected with him. Accordinglythe provisions of Clause 3(xv) of the Order are not applicable to the Company.
16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordinglythe provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For B D G & Associates
FRN No. 119739W
Rameshkumar L Sharma
Membership No. 047986
Date: 27th May 2019
INDEPENDENT AUDITORS' REPORT
Annexure B to Independent Auditors'Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act2013 (the Act)
1. Report on internal financial controls over financial reporting
We have audited the internal financial controls over financial reporting of Amines & Plasticizers Limited (the Company) as of March 31 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
2. Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (`ICAI'). These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assetsthe prevention and detection of frauds and errorsthe accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act2013.
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (theGuidance Note) and the Standards on Auditingissued 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 financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the standalone financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
4. Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisitionuseor disposition of the Company's assets that could have a material effect on the financial statements.
5. Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reportingincluding the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected.Alsoprojections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31 2019 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For B D G & Associates
FRN No. 119739W
Rameshkumar L Sharma
Membership No. 047986
Date: 27th May 2019