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Andrew Yule & Company Ltd.

BSE: 526173 Sector: Others
NSE: ANDREWYULE ISIN Code: INE449C01025
BSE 00:00 | 11 Nov 16.05 0.75
(4.90%)
OPEN

16.15

HIGH

16.70

LOW

15.75

NSE 05:30 | 01 Jan Andrew Yule & Company Ltd
OPEN 16.15
PREVIOUS CLOSE 15.30
VOLUME 136816
52-Week high 25.20
52-Week low 10.41
P/E 66.88
Mkt Cap.(Rs cr) 785
Buy Price 16.05
Buy Qty 1570.00
Sell Price 16.15
Sell Qty 600.00
OPEN 16.15
CLOSE 15.30
VOLUME 136816
52-Week high 25.20
52-Week low 10.41
P/E 66.88
Mkt Cap.(Rs cr) 785
Buy Price 16.05
Buy Qty 1570.00
Sell Price 16.15
Sell Qty 600.00

Andrew Yule & Company Ltd. (ANDREWYULE) - Auditors Report

Company auditors report

To the Members of Andrew Yule & Company Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Andrew Yule &Company Limited (‘'the Company") which comprise the balance sheet as at 31March 2018 the statement of profit and loss (including other comprehensive income) andthe statement of cash flows and the statement of changes in equity for the year ended anda summary of the 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 ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act read with relevant rules issued thereunder. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of accounting recordsrelevant to the preparation and presentation of the standalone Ind AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

Auditor's 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 theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS 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 standalone

Ind AS financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements.Webelievethattheauditevidencewehaveobtainedis and appropriate to provide a basis for ouraudit opinion on the financial statements.

BASIS FOR QUALIFIED OPINION

No provision has been considered in the financial statement in respect of investmentsin Katras Jherriah Coal Company Limited amounting to Rs.6.95 lakh and New Beerbhoom CoalCompany Limited amounting to Rs.12.27 lakh.

Due to non-provision of the above amount in the accounts the reported profit of theCompany has been overstated by

Rs.19.22 lakh and the value of non-current investment has been overstated by the sameamount and the provision has been understated by Rs.19.22 lakh.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except the matter described in the

Basis for qualified opinion paragraph the aforesaid standalone Ind AS financialstatements give the information required by the

Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS of the financialposition of the Company as at 31 March 2018 and its financial performance includingother comprehensive income its cash flows and the changes in equity for the year ended onthat date.

Other Matters

Principal outstanding amount of West Bengal Sales Tax Loan of

Rs.250 Lakhs has been repaid during the year towards full and final settlement.Interest amounting to Rs.530.44 Lakhs been written back in the books pending confirmationfrom West Bengal Sales

Tax Department.

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 section 143(11) of the Act we givein the Annexure A a statement on the matters specified the paragraph 3 and 4 of theorder.

[2] As required by Section 143(3) of the Act we report that : [a] we have sought andobtained except for the matter described in the Basis for Qualified

Opinion Paragraph all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit; [b] except for thematter described in the Basis for

Qualified Opinion Paragraph in our opinion proper books of account as required by lawhave been kept by the Company so far as it appears from our examination of those books;

[c] the Balance sheet the statement of profit and loss the statement of cash flowsand the statement of changes in equity dealt with by this Report are in agreement with thebooks of account;

[d] except for the effects of the matter described in the Basis for Qualified OpinionParagraph in our opinion the aforesaid standalone Ind AS financial statements complywith the Accounting Standards specified under Section 133 of the Act read with relevantrule issued there under;

[e] the matter described in the Basis for Qualified

Opinion paragraph above in our opinion has an adverse effect on the profit of theCompany.

[f] Section 164[2] of the Companies Act2013 regarding disqualification of the Directoris not applicable to the Company being a government company vide notificationno.G.S.R463[E] dated 05th June 2015.

[g] 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 C"; and [h] with respect to the other matters to beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 in our opinion and to the best of our information and according tothe explanations given to us: [i] the Company has disclosed the impact of pendinglitigations on its financial position in its standalone Ind AS financial statements –Refer Note 36 to the standalone 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 [3] As required by section143(5) of the Act the directions and sub-directions issued by the Comptroller &AuditorGeneral Of India we give our comments action taken and the impact on the StandaloneFinancial Statement.

For U. S. Saha & Co.
Chartered Accountants
Firm Registration No.309037E
(U. S. SAHA FCA)
Place : Kolkata Partner
Date : 30th May 2018 Membership No.015491

ANNEXURE-A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 on Other Legal and Regulatory Requirements' of our reportof even date tothe Members of Andrew Yule & Company Limited on the Standalon FinancialStatements of the Company for the year ended 31st March 2018)

[i] [a] The Company is maintaining proper records showing full particulars includingquantitative details and situation of its fixed assets.

[b] As explained to us Fixed assets have been physically verified by the management atregular intervals and as informed to us no material discrepancies were noticed on suchverification.

[c] As per records of the Company and according to the information and explanationsgiven to us the Title Deeds of immovable properties are held in the name of the Companyexcept two properties situated at Kolkata the title deeds of which have been lost and aGeneral Diary has been lodged by the Company with Burrabazar Police Station on 25th May2017.

[ii] According to the information and explanations given to us the inventories havebeen physically verified during the year at reasonable intervals by the management .Thediscrepancies noticed on verification between the physical inventories and book recordswere not material in relation to the operation of the Company and the same have beenproperly dealt with in the books of account.

[iii] [a] According to the information and explanations given to us the Company hasnot granted any loan secured or unsecured loans during the year.

[b] However the outstanding amount due from Yule Electrical Limited arising out ofmaking statutory payment by parent company amounting to Rs.3.29 lakh.

[iv] According to the information and explanations given to us the Company hascomplied with the provisions of Sections 185 and 186 of the Act in respect of loans andinvestments made and guarantees given by it. [v] According to the information andexplanations given to us the Company has not accepted any deposits from the public duringthe year within the meaning of sections 73 to 76 or any other relevant provisions of theAct and the rules framed there under to the extent notified.

[vi] We have broadly reviewed the cost records maintained by the Company relating toall products of the Company. However we have not made a detailed examination of therecords with a view to determine whether they are accurate or complete since cost auditfor the year 2018-19 is yet to be completed.

[vii] [a] As per records of the Company and according to the information andexplanations given to us the Company is generally regular in depositing undisputedapplicable statutory dues including Provident Fund Employees' State Insurance IncomeTax Sales Tax Service Tax Goods and Service Tax Value Added Tax Customs Duty ExciseDuty Cess and any other statutory dues to the appropriate authorities and there are noundisputed amount payable in respect of the same which were in arrear as on 31stMarch 2018 for a period of more than six months from the date the same became payable.

[b] According to the information and explanations given to us the Company has notdeposited the following dues on account of disputes with the appropriate authority.

Nature of statute Nature of Dues Income Tax ( Penalty) Amount [Rs. lakh] 4.65 Period to which amount relates 2004-05 Forum Where the dispute is pending C.I.T.(Appeal) (20)
Income Tax Act 2010-11 – Rs.1873.94 lac C.I.T.(Appeal)(20)
2012-13 – Rs. 84.23 lac ITAT-Calcutta Bench
Income Tax 2013.76
2013-14 – Rs. 23.07 lac C.I.T.(Appeal)(2)
2014-15 – Rs. 32.52 lac
1979-80 – Rs. 65.24 lac
1986-87 – Rs.74.77 lac
1988-89 – Rs.69.52 lac
2001-02 – Rs.37.66 lac
West Bengal Commer-
2004-05 – Rs.72.65 lac
586.80 cial Tax Appellate &
2005-06 – Rs.0.22 lac
Revisional Board.
2006-07 – Rs.142.08 lac
2011-12 – Rs.82.14 lac
2012-13 – Rs.18.53 lac
2014-15 – Rs.23.99 lac
1973-74 – Rs.0.24 lac
1987-88 – Rs.5.56 lac
1994-95 – Rs.216.36 lac
366.79 1997–98 – Rs.72.37 lac West Bengal Taxation Tribunal.
W. B. Sales Tax & VAT W. B. Sales Tax & VAT 1999-00 – Rs.45.97 lac
2000-01 – Rs.16.19 lac
2003-04 – Rs.10.10 lac
1985-86 – Rs.53.16 lac
1987-88 – Rs.236.57 lac
1992-93 – Rs.309.90 lac
1996-97 – Rs.44.68 lac Appellate Authority
908.04
1997-98 – Rs.71.07 lac Calcutta High Court
1999-00 – Rs.69.31 lac
2000-01 – Rs.88.34 lac
2003-04 – Rs.35.01 lac
1980-81 – Rs.0.04 lac
1982-83 – Rs.4.55 lac
49.34 Appellate Authority SoD
1983-84 – Rs.23.99 lac
1984-85 – Rs.20.75 lac
Assam Sales Tax and VAT Sales Tax And VAT 152.93 1996-97 to 1998-99 Appellate Authority Revenue Board.
106.24 1999-2000 Appellate
Orissa
Sales Tax and VAT Sales Tax 5.64 2001-2002 Authority Tribunal at High
Court Cuttack
Appellate
Karnata- ka Sales Tax and VAT Karnataka Sales Tax Authority
17.69 2017-18
Karnataka
Appellate Tribunal
Central Excise Central Excise 331.98 1996-97 1998-99 1992-93 1993-94 1990-91 2001 to 2003 Appeal at CESTAT
2009-10
52.58 1991-92 1992-93 Appeal at Calcutta High Court
2.70 2012-13 2013-14 Commissioner of Central Excise
Service Tax Service Tax 30.64 2006-07 2007-08 2009-10 2010-11 Appeal at Commis- sioner of Central Excise Appeals
1.45 2006-07 & 2007-08 Commissioner of Central Excise

[viii] According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that the Company has notdefaulted in repayment of dues to financial institutions and banks.

[ix] According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that the term loan has beenapplied for the purpose for which the same was obtained.

[x] According to the information and explanations 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 given to us and based on ourexamination of the books and records of the Company we report that the Company has paidor provided managerial remuneration in accordance with the requisite approvals mandated bythe provisions of Section 197 read with Schedule V to the Act.

[xii] According to the information and explanations given to us the Company is not aNidhi Company Accordingly clause 3(xii) of the Order is not applicable.

[xiii] According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that transactions with therelated parties are in compliance with sections 177 and 188 of the Act where applicableand details of such transactions have been disclosed in the standalone financial statementas required by the applicable accounting standards.

[xiv] According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that the Company has notmade any preferential allotment/private placement of shares or fully or partly convertibledebentures during the year except shares allotted to the government of India and Bank ofBaroda on conversion of their loans in the Equity Shares. Accordingly Clause 3(xiv) ofthe Order is not applicable.

[xv] According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that the Company has notentered into any non-cash transactions with directors or persons connected with him duringthe year. Accordingly Clause 3 (xv) of the Order is not applicable.

[xvi] The Company is not required to be registered under section 45-1A of the ReserveBank Of India Act 1934.

For U. S. Saha & Co.
Chartered Accountants
Firm Registration No.309037E
(U. S. SAHA FCA)
Place : Kolkata Partner
Date : 30th May 2018 Membership No.015491

ANNEXURE-B TO THE INDEPENDENT AUDITOR'S REPORT

Directions under section 143(5) of the Companies Act 2013 on the basis of our auditof the Standalone financial statements of Andrew Yule & Company Limited for thefinancial year 2017-18 we give below our answer to the question and information asked forin the above mentioned Directions.

Directions Our Answer
[1] Whether the company has clear title/lease deeds for freehold and leasehold respectively? If not please state the area of freehold and leasehold land for which title/ lease deeds are not available. Yes the Company has clear title/lease deeds excepts for two properties at Kolkata the title deeds of which have been lost and the General diary has been lodged by the Company with Burrabazar Police Station on 25th May 2017 in this respect.
[2] Please report whether there are any cases of waiver/ write off there for and the amount involved. No debts/loan/interest have been written off in year ended on 31st March 2018. ofdebts/loans/interest etc. If yes the reason
[3] Whether proper records are not maintained for inventories lying with third parties & assets received as gift from Government or other authorities. On the basis of our examination of inventory records in our opinion proper records are maintained for inventories lying with third parties. According to the information and explanation given to us no assets have been received as gift from Government and other authorities.

 

For U. S. Saha & Co.
Chartered Accountants
Firm Registration No.309037E
(U. S. SAHA FCA)
Place : Kolkata Partner
Date : 30th May 2018 Membership No.015491

Annexure-C to the Independent Auditors' Report

(Referred to in paragraph-2(g) on Other Legal and Regulatory Requirements of our Reportof even date to the members of Andrew Yule and Co. Ltd. On the Standalone FinancialStatements of the Company for the year ended 31st March 2018)

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

Yule & Company Limited ("the Company") as of March 31 2018 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Respective Board of Directors of the Holding Company and its subsidiary companieswhich are companies incorporated in India are responsible for establishing andmaintaining internal financialcontrols based on the internal control overfinancialreporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia ("ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financialcontrols that were operating effectively forensuring the orderly and efficientconduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as 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 Financial Reporting(the "Guidance Note") issued by ICAI and the Standards on Auditing issued byICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof 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 internal financial controls over financial reporting was established maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting iveness. Our audit ofinternal financial controls over effect andtheiroperating 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 judgment including the assessment of the risks ofmaterial misstatement of the Ind AS financial statements whether due to fraud or error.sufficient Webelievethattheauditevidencewehaveobtainedis to provide a basis for our auditopinion on the Company's internal financial controls system over financialreporting.

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 of thecompany; (2) provide reasonable assurance that transactions are recorded as necessarytopermitpreparationoffinancialstatements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thefinancial 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 because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay 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 financialreporting were operating effectively as at 31 March 2018 based on theinternal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For U. S. Saha & Co.
Chartered Accountants
Firm Registration No.309037E
(U. S. SAHA FCA)
Place : Kolkata Partner
Date : 30th May 2018 Membership No.015491