To the Members of APOLLO PIPES LIMITED (Formerly known as Amulya Leasing & Financing Limited)
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of APOLLO PIPES LIMITED (the Company) which comprise the balance sheet as at March 312019 and the statement of Profit and Loss statement of changes in equity and statement of cash flows for the year then ended and notes to the financial statements including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31 2019 and profit/loss changes in equity and its cash flows for the year ended on that date.
BASIS FOR OPINION
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 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 together with the ethical requirements that are relevant to our audit of the 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
Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
|Key Audit Matter||Auditor's Response|
|Accuracy of recognition measurement presentation and disclosures of Exceptional Items:||Principal Audit Procedures|
|A good definition ofexceptional items can be: Exceptional items are defined as those items that in management's judgment are material items which derive from events or transactions that fall within the ordinary activities of the Group and which individually or if of a similar type in aggregate need to be disclosed by virtue of their size or incidence.||We assessed the Company's process to identify the impact of measurement presentation and disclosure of exceptional items in the financial statements.|
|Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:|
|SEBI Approach: Under Clause 41 of SEBI also there is a provision for disclosure of 'Exceptional item' before 'Net Profit / (Loss) from ordinary activities before tax. Thereafter extraordinary items net of tax expense is disclosed against item 12 after tax expense. In other words In SEBI Quarterly Review format extraordinary items are shown net of tax expense after Net Profit/ (loss) from ordinary activities after tax expense. || Tested operating effectiveness of the internal controls relating to all transactions of exceptional nature and carried out a combination of procedures involving enquiry and observation reperformance and inspection of evidence in respect of operation of these controls.|
|Dictionary meaning of 'exceptional' is 'outstanding or brilliant'. But the term 'exceptional' is neither defined in AS. 5 on Net Profit or Loss for the Period Prior period Items & Changes in Account ting Policies nor In Schedule VI (old Act) nor in Schedule III of the new Act. But exceptional is not and hence cannot include extraordinary items since both are distinct items. || Tested the relevant information technology systems' access and change management controls and related information used in recording and disclosing exceptional items in accordance with the relevant accounting standard.|
|Illustrations of exceptional items:|| Performed analytical procedures for reasonableness of exceptional items. |
|Profit or loss arises on disposal of fixed asset.|
|Abnormal losses on long term contract.|
|Amount settled of insurance claims |
|Write off of expenditure capitalized on intangible assets other than amortization.|
|Refer Notes 38 to the Financial Statements|
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis Board's Report including Annexures to Board's Report Business Responsibility Report Corporate Governance and Shareholder's Information but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to read the other information identified above when it becomes available and in doing so consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a material misstatement of this other information. We are required to report the fact. We have nothing to report in this regard.
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 of these financial statements that give a true and fair view of the financial position financial performance changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India including the accounting Standards 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 implementation and maintenance of 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 financial statement that give a true and fair view and are free from material misstatement whether due to fraud or error.
In preparing the 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 operations or has no realistic alternative but to do so. That Board of Directors' are also responsible for overseeing the Company's financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement whether due to fraud or error and 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 financial statements.
As part of an audit in accordance with SAs we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain 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 forgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate 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 and based on the audit evidence obtained whether 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. If we conclude that a material uncertainty exists we are required to draw attention in our auditor's report to the related disclosures in the financial statements or if such disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the financial statements including the disclosures and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonable knowledgeable under of the financial statements may be influences. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and 9ii) to evaluate the effect of any identified misstatements in the financial statements.
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.
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 independence and where applicable related safeguards.
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 be reasonably be expected to outweigh the public interest benefits of such communication.
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 sub-section (11) of section 143 of the Companies Act 2013 we give in Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act we report that:
a) 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.
b) In our opinion proper books of account as required by law have 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 including other comprehensive income Statement of Changes in Equity and the statement of Cash Flow dealt with by this Report are in agreement with the books of account.
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.
e) On the basis of the written representations received from the directors as on 31st March 2019 taken on record by the Board of Directors none of the directors is disqualified as on 31st March 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate Report in Annexure B
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act as amended:
In our opinion and to the best of our information and according to the explanations given to us the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) 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) Rules 2014 in 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 its financial statements.
ii. The Company has made provision as required under the applicable law or accounting standards for material foreseeable losses if any on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.
|For VAPS & Company|
|ICAI Firm Registration Number: 003612N ||Praveen Kumar Jain|
|Date: May 25 2019||Membership Number: 082515|
ANNEXURE `A' TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report to the Members of APOLLO PIPES LIMITED of even date)
i. (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.
(b) The company has a program of verification to cover all the items of fixed assets in a phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme certain fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such physical verification.
(c) The title deeds of immovable properties as disclosed in Note 3 on fixed assets to the standalone Ind AS financial statements are held in the name of the Company.
ii. According to the information available to us that physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies is noticed on physical verification between the physical stocks and the book records.
iii. The Company has not granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us the 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.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73 74 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India the 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. We have not made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund Employees' State Insurance Income-tax Sales Tax Service Tax Goods and Service Tax Customs Duty Excise Duty Value Added Tax cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund Employees' State Insurance Income- tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Goods and Service Tax cess and other material statutory dues in arrears as at March 31 2019 for a period of more than six months from the date they became payable.
(c) The particulars of dues of Income Tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax as at March 31 2019 which have not been deposited on account of dispute are as follows:
|Name of the Statute||Nature of Dues||Amount in 1||Period to which dues Related||Authority where the Dispute is Pending for Decision|
|U.P. Vat Act 2008||Reversal of Input Tax Credit on consignment||348901||Jan. 2008 to March 2008||Commercial Tax Tribunal- Ghaziabad|
|UP Vat Act & Rules 2008||Reversal of Input Tax Credit & Purchase from unregistered dealer (UP VAT Asstt.)||1927764||April 2008 to March 2009||Commercial Tax Tribunal- Ghaziabad|
|UP Vat Act & Rules 2008||Reversal of input Tax credit on Stock TFR/ Consignment (U.P. VAT Asstt.)||1472348||April 2009 to March 2010||Commercial Tax Tribunal- Ghaziabad|
|UP Vat Act & Rules 2008||Reversal of input Tax credit on purchases from Unregistered Dealer and RITC on Stock TFR / Consignment non-submission of forms||1028214||April 2010 to March 2011||Commercial Tax Tribunal- Ghaziabad|
|UP Vat Act & Rules 2008||Reversal of input Tax credit on Stock TFR/ Consignment for non-submission of forms||2487159||April 2011 to March 2012||Commercial Tax Tribunal- Ghaziabad|
|UP Vat Act & Rules 2008||Reversal of input Tax credit on Stock TFR DEPB License Consignment & Enhancement of Turnover||1708540||April 2014 to March 2015||Addl. Commissioner (Appeals) - Bulandshahr|
|CGST Act 2017||PART- B of E-way Bill omitted from being filled-in.||390960 (Tax) 390960 (Penalty)||APRIL- 18 to MARCH-19||Addl. Commissioner (Appeal) GST- Jhansi zone.|
|Customs Act 1962||Rejection of Transaction value declared by the importer||390662||APRIL-18 to MARCH-19||Commissioner of Customs (Appeals)- NOIDA|
|Control Excise Act 1944||Refund to be granted in cash not through CENVAT credit in GST Regime||135147||JAN 05 to MAR 07||Commissioner (Appeals) Central Excise NOIDA|
|UPVAT Act2008||RITC on Purchase of DEPB||1170505||APRIL-13 to MARCH-14||Commercial Tax Tribunal Ghaziabad|
|UPVAT Act 2008||RITC on consignment on DEPB - Tax on enhancement of Turnover (Local) (Central) -||2650000 415000||APRIL- 12 to MARCH- 13||Commercial Tax Tribunal GHAZIABAD.|
viii. 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 bank. Further there were no dues payable to financial institution or Government or debenture holders as at Balance Sheet date.
ix. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments).In our opinion and according to the information and explanations given to us money raised by way of term loans have been applied by the company during the year for the purposes for which they were raised.
x. During the course of our examination of the books and records of the Company carried 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 employees noticed or reported during the year nor have we been informed of any such case by the Management. The Company has not given any guarantee for loans taken by others from bank or financial institutions.
xi. The Company has paid/ provided for managerial remuneration during the year in accordance with the provisions of Section 197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules2014 are not applicable to it the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Section 177 and 1988 of the Act. The details of such related party transactions have been disclosed in the Ind AS Financial Statements as required under Indian Accounting Standard (Ind AS) 24 Related Party Disclosures specified under Section 133 of the Act read with Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 (as amended).
xiv. According to the information and explanations given to us and as per our verification of the records of the company the company has made a preferential allotment of 950000 Equity Shares and 2485000 Fully Convertible Warrants of RS 10/- each at a premium of C 580/- per share to the person belong to Promoter's Category and the proceeds of the same have been utilized for the purpose for which it has been raised.
xv. The Company has not entered into any non-cash transactions with its Directors or persons connected with him. Accordingly the provisions of Clause 3(xv) of the Order are not applicable to the Company
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
|For VAPS & Company|
|ICAI Firm Registration Number: 003612N ||Praveen Kumar Jain|
|Date: May 25 2019||Membership Number: 082515|
ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2(f) under 'Report on Other Legal and Regulatory Requirements' section of our report to the Members of Apollo Pipes Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act 2013 (the Act)
We have audited the internal financial controls over financial reporting of APOLLO PIPES LIMITED(the Company) as of March 31 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company 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. 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 the safeguarding of its assets the prevention and detection of frauds and errors the 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 internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls. 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 judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence obtained by us a resufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
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 principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company's assets that could have a material effect on the financial statements.
Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected. Also projections 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 be come in adequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanations given to us 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 VAPS & Company|
|ICAI Firm Registration Number: 003612N ||Praveen Kumar Jain|
|Date: May 25 2019||Membership Number: 082515|