To The Members of B & A LIMITED
Report on the Audit of Standalone Indian Accounting Standards (Ind AS) FinancialStatements
We have audited the accompanying standalone financial statements of B & A Limited("the Company") which comprise the Balance Sheet as at 31st March 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year then ended and notes tothe standalone financial statements a summary of the significant accounting policies andother 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 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at 31st March 2020 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.
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 Standards 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 withthe Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)together with the ethical requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with the aforesaidrequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis 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 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. We have determined the matters described below to bethe key audit matters to be communicated in our report.
The accuracy of recognition measurement disclosure and presentation of revenuesaccrued or deemed to have accrued during the year in accordance with the principles laiddown in Ind AS 115.
Principal audit procedures
The principal audit procedures performed by us comprise:
(a) obtaining an understanding of the Company's internal procedures to identify thestage at which the risk and reward in the goods are transferred to the Company's customersand significant control over the goods ceases to remain with the Company;
(b) assessing the extent and quality of controls embedded in those procedures and
(c) testing a representative sample of transactions to ensure that revenue has not beenrecognised until the risk and reward in the goods and significant control over them haspassed from the Company to its customers.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Director'sReport and Annexures thereto but does not include the standalone financial statements andour auditor's report thereon.
Our opinion on the standalone financial statements does not cover the aforesaid otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the standalone financial statements or our knowledge obtainedduring the course of our audit or otherwise appears to be materially misstated. If indoing so we conclude that there is a material misstatement of this other information weare required to report that fact.
We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance changesin equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards specified underSection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring t h e ac c u ra c y a n d c o m p l e t e n e s s o f the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors is responsible for overseeing the Company's financial reportingprocess.
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:
l 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.
l Obtain an understanding of internal financial control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
l Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
l Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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.
l 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 auditor's 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 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.
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 it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.
d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 (asamended).
e) On the basis of the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Repor t in "Annexure B". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
(i) The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.
(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses and
(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended 31stMarch 2020.
For Ghosal Basu & Ray
Chartered Accountants (FRN : 315080E)
Partner (Membership No. 052204) UDIN : 20052204AAAABJ1742
Place : Kolkata Date : 27th June 2020
Annexure "A" to The Independent Auditors' Report dated 27th June 2020
(Referred to under Report on Other Legal and Regulatory Requirements' section ofour report to the Members of B & A Limited of even date)
Matters to be included in the auditor's report Under Companies (Auditors' Report)Order 2016
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets;
(b) We are informed that these fixed assets have been physically verified by themanagement at reasonable intervals and as reported to us no material discrepancies werenoticed on such verification and
(c) The title deeds of the immovable properties appearing in the books of the Companyas its assets are held in the Company's name.
(ii) Physical verification of inventories was carried out at reasonable intervals bythe management and discrepancies between physical and book balances which were notmaterial have been properly dealt with in the accounts.
(iii) The company has granted unsecured loan to and given guarantee in favour of acompany covered in the register maintained under section 189 of the Companies Act 2013and
(a) the terms and conditions of the grant of such loan are not prejudicial to theinterests of the Company
(b) the loan is not due for repayment unless and until the bank loan is repaid by the
Company and as such the question of whether the loan is overdue does not arise.
(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of loans and investments made. The Company has not given any guarantee andsecurity in terms of the above Sections.
(v) The company has not accepted deposits of the nature that attracts the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Companies Act 2013 and the rules framed thereunder. Hence thequestion of our reporting under this clause does not arise.
(vi) The Company has made and maintained the cost records specified by the CentralGovernment of India under sub-section (1) of Section 148 of the Companies Act 2013.
(vii) (a) the Company is regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues to theappropriate authorities;
(b) the Company has disputed the following demands raised by government authorities andhas preferred appeal before the appellate authority established under the respectivetaxing laws:
(i) Rs. 1261660 under Central Excise Act 1944
(ii) Rs. 32801623 under Assam Agricultural Income Tax Act 1939
(viii) The Company has not defaulted on the repayment of its borrowings which havebeen obtained from banks.
(ix) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments). Money raised from banks by way of term loanswere applied for the purposes for which those were raised.
(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company or no material fraud on the Company by its officersor employees has been noticed or reported to us during the year.
(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of
Section 197 read with Schedule V to the Companies Act 2013.
(xii) This Company is not a Nidhi Company; hence the question of our reporting underthis clause does not arise.
(xiii) All transactions with the related parties are in compliance with Sections 177and 188 of Companies Act 2013 where applicable and the details have been disclosed in theStandalone Ind AS Financial Statements as required by the Ind AS.
(xiv) The company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review; hence thequestion of our reporting under this section does not arise.
(xv) The company has not entered into any non-cash transactions with directors orpersons related to any of them and hence the question of our reporting under this clausedoes not arise.
(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
For Ghosal Basu & Ray
Chartered Accountants (FRN : 315080E)
Partner (Membership No. 052204) UDIN : 20052204AAAABJ1742
Place : Kolkata Date : 27th June 2020
Annexure "B" to The Independent Auditors' Report Dated 27th June 2020
(Referred to under Report on Other Legal and Regulatory Requirements' Section ofour report to the Members of B & A Limited of even date)
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 B &A Limited ("the Company") as of March 31st 2020 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
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. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.
Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the"Guidance Note") issued by the Institute of Chartered Accountants of Indiaas well as the Standards on Auditing also issued by ICAI and deemed to be prescribedunder Section 143(10) of the Companies Act 2013 to the extent such standards areapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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(s) 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 internal financial controls system overfinancial reporting of the Company.
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 authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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.
In our opinion and to the best of our information and according to the explanationsgiven to us the Company has in all material respects an adequate internal financialcontrol system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31st 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For Ghosal Basu & Ray
Chartered Accountants (FRN : 315080E)
Partner (Membership No. 052204)
UDIN : 20052204AAAABJ1742
Place : Kolkata
Date : 27th June 2020