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Aspinwall & Company Ltd.

BSE: 533030 Sector: Others
NSE: ASPINWALL ISIN Code: INE991I01015
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Aspinwall & Company Ltd. (ASPINWALL) - Auditors Report

Company auditors report

TO THE MEMBERS OF ASPINWALL AND COMPANY LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Aspinwall and Company Limited("the Company") which comprise the standalone balance sheet as at 31 March2020 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2020 and profit and other comprehensiveincome 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) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion on the Standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Independent Auditors' Report on the standalone financial statements of Aspinwall andCompany Limited for the year ended 31 March 2020 (continued) Key Audit Matters (continued)

Revenue recognition
See note 18 to the standalone financial statements
The key audit matter How the matter was addressed in our audit
Refer to Note 2.15 of the summary of significant ac- counting policies to the standalone financial state- ments. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
The Company has diversified business activities includ- ing coffee processing trading and logistics services. 1 We assessed the appropriateness of the revenue recognition accounting policies and compliance with applicable accounting standards;
We have identified timing of revenue recognition as a key audit matter because there are variations in differ- ent sale contracts and consequently there is a risk of revenue being overstated on account of recognition before transfer of control particularly due to pressures for achieving the performance targets at the reporting period end. 2 We evaluated the design and implementation of key internal financial controls with respect to revenue recognition and tested operating effectiveness of controls on selected transactions;
3 We performed substantive testing on samples se- lected using statistical sampling of revenue trans- actions recorded during the year by testing the underlying documents to assess whether criteria for revenue recognition are met;
4 We tested sample journal entries selected based on specified risk-based criteria to identify unusual items;
5 We tested on a sample basis specific revenue transactions recorded around the year-end date to check whether the revenue had been recognised in the correct reporting period; and
6 We carried out analytical procedures on revenue recognised during the year to identify unusual vari- ances.

Independent Auditors' Report on the standalone financial statements of Aspinwall andCompany Limited for the year ended 31 March 2020 (continued)

Other information

The Company's Management and Board of Directors are responsible for the otherinformation. The other information comprises of Management Reports such as Board's ReportManagement Discussion and Analysis Corporate Governance Report and Business ResponsibilityReport (but does not include the standalone financial statements and our Auditor's Reportthereon) which we obtained prior to the date of this Auditor's Report and the remainingsections of Annual Report which are expected to be made available to us after that date.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other information ismaterially inconsistent with the standalone financial statements or our knowledge obtainedin the audit or otherwise appears to be materially misstated.

If based on the work we have performed on the other information that we obtained priorto the date of this Auditor's Report we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

When we read the other sections of Annual Report (other than those mentioned above) ifwe conclude that there is a material misstatement therein we are required to communicatethe matter to those charged with governance and take necessary actions as applicable underthe applicable laws and regulations.

Management's and Board of Directors' Responsibility for the Standalone FinancialStatements

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of 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 were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the standalone financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Independent Auditors' Report on the standalone financial statements of Aspinwall andCompany Limited for the year ended 31 March 2020 (continued) Auditors' Responsibilitiesfor the Audit of the Standalone Financial Statements (Continued)

Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures in the standalone financial statements madeby the Management and Board of Directors. Conclude on the appropriateness of theManagement and Board of Directors use of the going concern basis of accounting and basedon the audit evidence obtained whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists we are required to drawattention in our auditor's report to the related disclosures in the standalone financialstatements or if such disclosures are inadequate to modify our opinion. Our conclusionsare 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 financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. (A) 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 bestof 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 theCompany so far as it appears from our examination of those books

Independent Auditors' Report on the standalone financial statements of Aspinwall andCompany Limited for the year ended 31 March 2020 (continued) Report on Other Legal andRegulatory Requirements (Continued)

(c) The standalone balance sheet the standalone statement of profit and loss(including other comprehensive income) the standalone statement of changes in equity andthe standalone statement of cash flows dealt with by this Report are in agreement with thebooks of account (d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31March 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2020 from being appointed as a director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B". (B) With respect to the othermatters to be included in the Auditors' Report in accordance with Rule 11 of the Companies(Audit and Auditors') Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us: i. The Company has disclosed the impact ofpending litigations as at 31 March 2020 on its financial position in its standalonefinancial statements - Refer Note 27 to the standalone financial statements; ii. TheCompany did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses; iii. There has been no delay in transferringamounts required to be transferred to the Investor Education and Protection Fund by theCompany; and iv. The disclosures in the standalone financial statements regarding holdingsas well as dealings in specified bank notes during the period from 8 November 2016 to 30December 2016 have not been made in these financial statements since they do not pertainto the financial year ended 31 March 2020.

(C) With respect to the matter to be included in the Auditors' Report under Section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm's Registration Number: 116231W/W-100024
Sd/-
Vikash Somani
Partner
Membership Number: 061272
ICAI Unique Document Identification Number: 20061272AAAABH1198
Place: Hyderabad
Date: 30 June 2020

Annexure - A to the Independent Auditors' Report

The Annexure A referred to in our Independent Auditor's Report to the Members of theAspinwall and Company Limited ("the Company") on the standalone financialstatements for the year ended 31 March 2020. We report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over three years. In our opinionthis periodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets.

Pursuant to the programme certain fixed assets were physically verified during theyear. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company other than the following:

i. The title of land included in Plantation Land and Development that was taken onlong term lease is under dispute (refer Note 27(2) to the standalone financialstatements).

ii. The Company is in the process of rectifying the defects in the title to 60.50 centsof land parcel in Shasthamangalam which is currently disclosed under assets held for salein Note 42 to the standalone financial statements (Rs. Nil as at 31 March 2020).

(ii) The inventories except inventories with third parties have been physicallyverified by the management during the year. In our opinion the frequency of suchverification is reasonable. The discrepancies noticed on verification between the physicalstock and the book records were not material.

For inventories lying with third parties at the year-end written confirmations havebeen obtained by the management.

(iii) The Company has granted unsecured loans to two companies covered in the Registermaintained under Section 189 of the Companies Act 2013 (the ‘Act').

(a) In our opinion and according to the information and explanations given to us theterms and conditions on which the loans were granted to the companies listed in theRegister maintained under Section 189 of the Act are not prejudicial to the Company'sinterest.

(b) In the case of the loans granted to the companies listed in the Register maintainedunder Section 189 of the Act the borrowers have been regular in the repayment of theprincipal and payment of interest wherever stipulated.

(c) There are no amounts of loans granted to companies in the Register maintained undersection 189 of the Act which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act with respectto the loans given investments made and guarantees given. Further there is no securitygiven in respect of which provisions of Sections 185 and 186 of the Act are applicable.

(v) The Company has not accepted any deposits from the public within the meaning thedirectives issued by the Reserve Bank of India provisions of Section 73 to 76 of the Actany other relevant provisions of the Act and the relevant rules framed thereunder.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148 of the Act and are of the opinion that prima facie the prescribed accountsand records have been made and maintained.

However we have not made a detailed examination of the records.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees StateInsurance Duty of customs Goods and Service Tax Cess and any other material statutorydues have generally been regularly deposited during the year by the Company with theappropriate authorities. However there have been delays in depositing income-tax deductedat source with the appropriate authorities with delays ranging from 1 to 96 days.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employee State Insurance Income-tax Duty ofcustoms Goods and Service Tax Cess and any other material statutory dues were inarrears as at 31 March 2020 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us there are no dues ofIncome tax or Sales tax or Service tax or Duty of customs or Duty of excise or Value addedtax or Goods and Service tax which have not been deposited by the Company on account ofdisputes except for the following:

Name of the statute Nature of dues Amount (in Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
Finance Act 1994 and Service Tax Rules 1994 Service Tax (Demand) 9 April 2006 to March 2010 Customs Excise and Service Tax Appellate Tribunal Bangalore
680 April 2004 Customs Excise and
(40)* to March 2012 Service Tax Appellate
Tribunal Chennai
23# April 2007 to Commissioner
(1)* March 2012 (Appeals) Chennai
Kerala Value Added Kerala Value 49 FY 2007-08 Kerala Value Added
Tax Act 2003 Added Tax (12)* Appelate Tribunal
The Kerala Agricultural Agricultural 98 # FY 2011-12 Kerala Sales Tax
Income Tax Act 1991 Income Tax and FY 12-13 Appellate Tribunal
Ernakulam
The Kerala Agricultural Agricultural 114# FY 2013-14 Deputy Commissioner
Income Tax Act 1991 Income Tax and FY 2014-15 Appeals Agriculture
Income-tax
Income-tax Act Income-tax 64 FY 2016-17 Commissioner
1961 Income-tax Appellate
Tribunal

* The amount represents the payments made under protest # Includes interest and penaltyon demand

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to banks. The Companydid not have any outstanding loans or borrowings from government and financialinstitutions and there are no dues to debenture holders during the year.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

(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 examinationof the records of the Company the Company has paid/ provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

(xii) According to the information and explanations given to us in our opinion theCompany is not a Nidhi Company as prescribed under Section 406 of the Act.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and Section 188 of the Act where applicable and details ofsuch transactions have been disclosed in the standalone financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made preferential allotmentor private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him.

(xvi) According to the information and explanation given to us and in our opinion theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm's Registration Number: 116231W/ W-100024
Sd/-
Vikash Somani
Partner
Membership number: 061272
ICAI Unique Identification Number: 20061272AAAABH1198
Place: Hyderabad
Date: 30 June 2020

Annexure B to the Independent Auditor's report on the standalone financial statementsof Aspinwall and Company Limited for the year ended 31 March 2020

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013

(Referred to in paragraph 2A(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls over financial reporting of Aspinwalland Company Limited (‘the Company') as of 31 March 2020 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols were operating effectively as at 31 March 2020 based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to standalone financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of such internalfinancial controls assessing the risk that a material weakness exists and testing andevaluating 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 standalone financial statementswhether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to standalone financial statements.

Annexure B to the Independent Auditor's report on the standalone financial statementsof Aspinwall and Company Limited for the year ended 31 March 2020 (continued)

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial control with reference to standalone financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to StandaloneFinancial Statements

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial control with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm's Registration Number: 116231W/ W-100024
Sd/-
Vikash Somani
Partner
Membership number: 061272
ICAI Unique Identification Number: 20061272AAAABH1198
Place: Hyderabad
Date: 30 June 2020

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