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Astron Paper & Board Mill Ltd.

BSE: 540824 Sector: Industrials
NSE: ASTRON ISIN Code: INE646X01014
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OPEN 59.85
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VOLUME 192273
52-Week high 62.75
52-Week low 35.00
P/E 27.43
Mkt Cap.(Rs cr) 268
Buy Price 0.00
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OPEN 59.85
CLOSE 58.65
VOLUME 192273
52-Week high 62.75
52-Week low 35.00
P/E 27.43
Mkt Cap.(Rs cr) 268
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Astron Paper & Board Mill Ltd. (ASTRON) - Auditors Report

Company auditors report

To the Members of

ASTRON PAPER & BOARD MILL LIMITED

REPORT ON THE STANDALONE FINANCIAL STATEMENTS:

OPINION

We have audited the standalone financial statements of ASTRON PAPER & BOARD MILLLIMITED ("the Company") which comprise the Standalone Balance Sheet as at March31 2019 the Standalone Statement of Profit and Loss (Including Other ComprehensiveIncome) the Standalone Statement of Changes In Equity and the Standalone Statement ofCash Flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information(hereinafter referred to as "Standalone Financial Statements").

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 Indiaincluding Indian Accounting Standards ('Ind AS') specified under Section 133 of the Actof the state of affairs of the Company as at March 31 2019 and its profit and othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.

BASIS OF 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.

EMPHASIS OF MATTER:

We draw attention to the following matters in the Notes to the Financial Statements:

I. Notes No.34(c) relating to the non-provision for doubtful debts amounting to Rs.5886028 /-

II. Notes No. 34(d)(1) relating to the disputed CENVAT of Excise amounting to Rs.2643260/- and appropriate interest as per Excise Law and Penalty of Rs. 2643260/-.

III. Notes No. 34(d)(2) relating to RCM Liabilities on Ocean Freight Rs. 3059267/-/-.

IV. Notes No. 34(d)(3) relating to the disputed Income Tax Amount of Rs. 436400/- forthe A.Y. 2014-15.

V. Notes No. 34(d)(4) relating to the disputed Income Tax Amount of Rs. 458900/- forthe A.Y. 2015-16. Our opinion is not modified in respect of the above referred matters.

KEY AUDIT MATTERS:

Key audit matters are those matters that in our professional judgment 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.

Description of Key Audit Matters:

The Key Audit Matter How the matter was addressed in our audit
1. Impairment Evaluation of Investment in a Subsidiary (Refer to Note No. 6)
The carrying amount of the investments (held at cost less impairment) made during the year in a subsidiary as at 31st March 2019 was Rs. 3.33 Crores. The initial cost of investment was Rs. 4.04 Crores. • Comparing the carrying amount of investments with the balance sheet of the subsidiary to identify whether their net assets were in excess of their carrying amount and assessing whether those subsidiary has historically been profit-making.
We do not consider the valuation of these investments to be at a high risk of significant misstatement or to be subject to a significant level of judgment. However due to their materiality in the context of total assets of the Company this is considered to be significant to our overall audit strategy and planning. • Considering the adequacy of disclosures in respect of the investments in the subsidiary.
2. Litigations and Claims (Refer to Note No. 33 & 34(d)
The Company operates in various States within India as well as export of goods which exposes the company to a variety of different Laws and Regulations and implications and interpretations thereof. In such regulatory environment the Company is subject to some legal and tax related claims which have been disclosed for in the financial statements based on the facts and circumstances of each case. • Gained an understanding of the process of identification of claims litigations and contingent liabilities and identified key controls in the process. For selected controls we have performed tests of controls.
Taxation and litigations have been identified as a key audit matter due to the status of legal proceedings timescales involved for resolution and the potential financial impact of these on the financial statements • Obtained the summary of Company's legal and tax cases and critically assessed management's position through discussions with the Legal Counsel appropriate senior management and operational management on both the probability of success in significant cases and the magnitude of any potential loss.
Further such tax litigations involve significant management judgment in assessing the exposure of each case and thus a risk that such cases may not be adequately provided for or disclosed. • Assessed management's estimate of the possible outcome of the litigations the relevant disclosures made within the financial statements to address whether they appropriately reflect the facts and circumstances of the respective tax and legal exposures and the requirements of relevant accounting standards.
3. Claims Receivable on Imported Raw Materials:
The Company imports raw materials i.e. waste paper and some of the chemicals which constituted 88.72% of the total cost of raw materials consumed for the financial year 2018-19. Gained an understanding of the process of identification of claims identified key controls in the process and past trend of amounts at which claims were finally settled with the amount for which claims were filed. For selected controls we have performed tests of controls.
In cases of quality differences the company files quality claims with the respective suppliers. After due verification process the quality claims are allowed and paid by the respective supplier depending upon the quality differences. The amount of claims filed and actual claims received varies depending upon the final quality assessment and its acceptance by the respective suppliers and the company. Assessed management's estimate of the amount of overall claims receivable as at the end of the financial year the possibility of recoverability assessed overall past trend of claims filed and amounts recovered and the requirements of relevant accounting standards.
In respect of claims filed but not accepted/approved by the suppliers and the company as at the end of the financial year the company accounts for such claims at the estimated amount of claim likely to be realized based on the past trend and management estimate of the likely recoverability of claims. Such treatment involves significant management judgment in assessing the recoverability in each case and thus a risk that such claims may not be adequately accounted for.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS' REPORT THEREON

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the AnnualReport but does not include the financial statements and our auditor's report thereon.

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 informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS:

The Company's Managementand Board of Directors are responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone 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 in accordance with the Indian Accounting Standards(Ind AS) accounting principles generally accepted in India including the IndianAccounting Standards specified under Section 133 of the Act read with the Companies(Indian Accounting Standard) Rules 2015 as amended.

This responsibility also includes the maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding of the assets of the Company andfor preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible 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 management either intends to liquidate the Company or to ceaseoperations 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:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign 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 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 reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent 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 (Auditor's Report) Order 2016 issued by The CentralGovernment Of India in term of section 143 (11) of The Companies Act 2013 we enclose inthe Annexure-A hereto a statement on the matters specified in paragraphs 3 and 4 of thesaid order to the extent applicable to the company.

2. As required by section 143(3) of the Act based on our audit 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 appears from our examination of those books;

c) The Standalone Balance Sheet Standalone the Statement of Profit and Loss includingOther Comprehensive Income the Standalone Statement of Changes in Equity & theStandalone Statement of Cash Flows dealt with by this Report are in agreement with thebooks of account;

d) In our opinion aforesaid Standalone Balance Sheet the Standalone Statement ofProfit and Loss including Other Comprehensive Income the Standalone Statement of Changesin Equity & the Standalone Statement of Cash Flows comply with the Indian AccountingStandards prescribed under section 133 of the Act;

e) On the basis of written representations received from the directors of the Companyas on March 31 2019 and taken on record by the Board of Directors none of the directorsis disqualified as on March 31 2019 from being appointed as a director in terms ofsub-section (2) of section 164 of Act;

f) With respect to the adequacy of internal financial control over financial reportingof the Company and the operating effectiveness of such controls refer to our separatereport in Annexure-B;

g) With respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended in our opinionand to the best of our information and according to the explanations given to us :

i. The Company had the following litigations pending as at the end of the financialyear which may impact its financial position on final disposal of the respective matters.

Name of The Party/Department Brief Facts of the Case Financial Impact
1. Star Papers Suit Filed under Section 138 of the Negotiable Instruments Act 1881 For Recovery Of Dues For Sales of Goods 38.03
2. Hi Tech Multi Forms Suit Filed under Section 138 of the Negotiable Instruments Act 1881 For Recovery Of Dues For Sales of Goods 21.08
3. Shreeji Enterprise Suit Filed For Recovery Of Dues For Sales of Goods 21.67
4. Romano Corporation Suit Filed For Recovery Of Dues For Sales of Goods 37.06
5. Royal Sundaram General Insurance Company-Vehicle Claim Claim for Loss of Vehicle 5.89
6. C.C.E. & S.T. Disputed CENVAT Claim on Fixed Assets & Penalty Thereon (Company has reversed CENVAT credit of Rs. 2643260/- under protest) (CENVAT Rs. 2643260/- and Penalty Rs. 2643260/-
7. Office of the Commissioner of Central Goods and Service Tax Audit Commissionerate Rajkot RCM Liability on Ocean Freight 30.59
8. Ho'nable ITAT Ahmedabad Disputed Income Tax Deduction Claim U/s. 35D of the Income Tax Act 1961 for A.Y. 2014-15 to the extent of amount disallowed 4.36
9. Ho'nable ITAT Ahmedabad Disputed Income Tax Deduction Claim U/s. 35D of the Income Tax Act 1961 for A.Y. 2015-16 to the extent of amount disallowed 4.59
10. Ho'nable NCLT Mumbai Application by the Company to Initiate Corporate Insolvency Resolution Process Under the Insolvency and Bankruptcy Code 2016 for Recovery of dues on account of sale of goods to Infutec Healthcare Limited 48.19

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses. iii. As at 31st March 2019 therewere no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.

3. With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act: In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) ofthe Act which are required to be commented upon by us.

For and on behalf of
S. N. SHAH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REG. NO. 109782W
Date: 20th May 2019 S. N. SHAH
Place : Ahmedabad PARTNER
M. No. 035181

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT [REFERRED TO IN PARAGRAPH1(f) UNDER "REPORT ON OTHER LEGAL AND

REGULATORY REQUIREMENTS SECTION OF OUR REPORT OF EVEN DATE] FINANCIAL YEAR ENDED 31STMARCH 2019

On the basis of such checks of the books and records of the company as we consideredappropriate and according to the information and explanation given to us during the courseof audit we further report that:

i. In respect of its fixed assets:

a) According to the information and explanations given to us the company hasmaintained proper records showing full particulars including quantitative details andsituation of property plant and equipment and investment properties.

b) As explained to us the management in accordance with a phased programme ofverification adopted by the company has physically verified the property plant andequipment and investment properties. To the best of our knowledge no materialdiscrepancies have been noticed on such verification or have been reported to us.

c) According to the information and explanations given to us and on the basis of theexamination of the records of the company the title deeds of immovable properties areheld in the name of the Company as at the balance sheet date.

ii. In respect of its Inventories:

a) As explained to us the inventories have been physically verified at reasonableintervals during the year by the management of the company.

b) As explained to us no material discrepancies were noticed on physical verificationof inventory as compared to the books of account.

iii. Loans/Advances Granted:

As informed to us during the year the company has not granted any secured or unsecuredloans to any Company Firms Limited Liability Partnerships or Other Parties covered inthe register maintained under section 189 of the Companies Act 2013 and hence othermatters related thereto referred to in clause III (a) (b) and (c) of The Companies(Auditor's Report) Order 2016 are not applicable.

iv. According to the information and explanations given to us the company has compliedwith the provisions of Sections 185 and 186 of The Companies Act 2013 in respect of grantof any loans investments guarantees and securities as applicable.

v. According to the information and explanations given to us the company has notaccepted any deposits from the public within the meaning of section 737475 & 76 ofthe Act and Rules framed thereunder during the year and therefore the provisions ofclause 3(v) of the Order are not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant torules made by the Central Government under section 148 (1). We are of the opinion thatprima facie the prescribed accounts and records have been maintained and made. We havehowever not made a detailed examination of these records with a view to determine whetherthey are accurate or complete.

vii. In respect of Statutory Dues:

a) As per the information & explanations furnished to us in our opinion thecompany is generally regular in depositing with appropriate authorities undisputedstatutory dues of Custom Duty T.D.S. GST Employee Provident Fund Cess and othermaterial statutory dues applicable to it. There has been no outstanding as at 31st March2019 of undisputed liabilities outstanding for more than six months.

b) According to information and explanations given to us and so far as appears from ourexamination of books of account there were no statutory dues outstanding as at 31stMarch 2019 which have not been deposited on account of any dispute except the followingdisputed dues.

Name of the Act Nature of Dues Amount (Rs.) Period to Which Amount Relates Forum where dispute is pending
1. Central Excise Act 1944 Penalty on CENVAT Disallowed 26.43 F.Y. 2011- 12 & 2012-13 C.C.E. & S.T.
2. Income Tax Act 1961 Disallowance of Expenditure U/s. 35D of the Income Tax Act 1961 4.36 A.Y. 2014- 15 Ho'nable ITAT Ahmedabad
3. Income Tax Act 1961 Disallowance of Expenditure U/s. 35D of the Income Tax Act 1961 4.59 A.Y. 2015- 16 Ho'nable ITAT Ahmedabad
4. Central Goods & Service Tax Act 2017 Audit Objection- RCM Liability on Ocean Freight 19.59 April-2016 to June- 2017 Office of the Commissioner of Central Goods and Service Tax Audit Commissionerate Rajkot

viii. According to the information and explanations given to us the Company has notdefaulted in the repayment of loans or borrowings to Banks and Financial Institutions andpayment of interest to the Banks and Financial Institutions.

ix. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not raised any moneys by way ofinitial public offer or further public offer (including debt instruments) and has notobtained any term loans during the year. Accordingly paragraph 3 (ix) of the Order is notapplicable to the Company.

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 to usby the management during the year.

xi. In our opinion and according to the information and explanations given to us thecompany had paid/provided managerial remuneration in accordance with the provisions ofSection 197 of the Companies Act 2013 read with Schedule V of the Companies Act 2013.

xii. As the company is not the Nidhi Company clause (xii) of paragraph 3 of TheCompanies (Auditor's Report) Order 2016 is not applicable to it.

xiii. According to the information and explanations given to us the company is incompliance with the provisions of sections 177 and 188 of the Companies Act 2013 whereapplicable for related party transactions and the details of related party transactionshave been disclosed in the Notes to the Financial Statements in accordance with theapplicable Ind AS.

xiv. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year clause (xiv) of paragraph 3 ofThe Companies (Auditor's Report) Order 2016 is not applicable to it during the year. xv.According to the information and explanations given to us the company has not enteredinto any non-cash transaction with directors or persons connected with them and henceclause

(xv) of paragraph 3 of The Companies (Auditor's Report) Order 2016 is not applicableto it during the year. xvi. As the company is not required to be registered under section45-IA of the Reserve Bank of India 1934 clause (xvi) of paragraph 3 of The Companies(Auditor's Report) Order 2016 is not applicable to it.

For and on behalf of
S. N. SHAH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REG. NO. 109782W
Date: 20th May 2019 S. N. SHAH
Place : Ahmedabad PARTNER
M. No. 035181

ANNEXURE-B TO THE INDEPENDENT AUDITOR'S REPORT

[REFERRED TO IN PARAGRAPH 2(f) UNDER "REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS SECTION OF OUR REPORT OF EVEN DATE]

FINANCIAL YEAR ENDED 31ST MARCH 2019

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 ASTRONPAPER & BOARD MILL LIMITED ("the Company") as of March 31 2019 inconjunction with our audit of the Standalone Ind AS financial statements of the companyfor 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 maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India.

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.

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") and the Standards on Auditing prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and 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 and their operatingeffectiveness. Our audit of internal financial controls over 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 financial statements whether 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 systemover financial reporting.

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 anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

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 controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the information andexplanations given to us the company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were commensurate with the nature of the business of the companyand operating effectively as at March 31 2019 based on the internal control overfinancial reporting 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.

For and on behalf of
S. N. SHAH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REG. NO. 109782W
Date: 20th May 2019 S. N. SHAH
Place : Ahmedabad PARTNER
M. No. 035181

AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of

ASTRON PAPER & BOARD MILL LIMITED

We have examined the compliance of conditions of Corporate Governance by ASTRON PAPER& BOARD MILL LIMITED for the year ended on 31st March 2019 as stipulated inRegulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C and D ofSchedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(the "Listing Regulations").

Managements' Responsibility

The compliance of conditions of Corporate Governance is the responsibility of theManagement of the Company. This responsibility includes the design implementation andmaintenance of internal control and procedures to ensure compliance with the conditions ofthe Corporate Governance stipulated in the Listing Regulations.

Auditor's Responsibility

Our responsibility is limited to examining the procedures and implementation thereofadopted by the Company for ensuring compliance with the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

We have examined the books of account and other relevant records and documentsmaintained by the Company for the purposes of providing reasonable assurance on thecompliance with Corporate Governance requirements by the Company.

We have carried out an examination of the relevant records of the Company in accordancewith the Guidance Note on Certification of Corporate Governance issued by the Institute ofthe Chartered Accountants of India (the "ICAI") the Standards on Auditingspecified under Section 143(10) of the Companies Act 2013 in so far as applicable for thepurpose of this certificate and as per the Guidance Note on Reports or Certificates forSpecial Purposes issued by the ICAI which requires that we comply with the ethicalrequirements of the Code of Ethics issued by the ICAI.

Opinion

According to the information and explanations given to us and the representationsprovided by the Management of the company and in our opinion and to the best of ourinformation we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation46(2) and para C and D of Schedule V to the Listing Regulations during the year ended 31stMarch 2019.

We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the Management has conducted theaffairs of the Company.

For and on behalf of
S. N. SHAH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REG. NO. 109782W
Date: 20th May 2019 S. N. SHAH
Place : Ahmedabad PARTNER
M. No. 035181