Bang Overseas Ltd.
|BSE: 532946||Sector: Industrials|
|NSE: BANG||ISIN Code: INE863I01016|
|BSE 00:00 | 23 Jul||42.90||
|NSE 00:00 | 23 Jul||42.80||
|Mkt Cap.(Rs cr)||58|
|Mkt Cap.(Rs cr)||58.17|
Bang Overseas Ltd. (BANG) - Auditors Report
Company auditors report
The Members of Bang Overseas Limited
Report on the Audit of the Standalone Financial Statements
We have audited the standalone financial statements of Bang OverseasLimited ("the Company") which comprise the Balance Sheet as at March 312020 and the Statement of Profit & Loss statement of changes in equity and statementof cash flow for the year then ended and notes to the financial statements including asummary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 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 March 31 2020 and its profit/loss changes inequity 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 responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements 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 judgmentwere 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 awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.
We have determined that there are no key audit matters to becommunicated in our report.
Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone financial statements that give a true and fair view ofthe financial position financial performance (changes in equity) and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the financial statements the Board of Directors isresponsible 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.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the FinancialStatements
Our objectives are to obtain reasonable assurance about whether thefinancial 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. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of thefinancial 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 theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in placeand the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
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 the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.
2. As required by Section 143 (3) of the Act we report that:
(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of ouraudit;
(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as appears from our examination of those books;
(c) The Balance Sheet Statement of Profit and Loss the Statement ofChange in Equity and the Cash Flow Statement dealt with by this Report are in agreementwith the books of accounts;
(d) In our opinion the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;
(e) On the basis of written representations received from the directorsas on March 312020 and taken on record by the Board of Directors none of the directorsare disqualified as on March 31 2020 from being appointed as a director in terms ofsection 164(2) of the Act.
(f) As required by Section 197(16) of the Act we report that theCompany has paid remuneration to its directors during the year in accordance with theprovisions of and limits laid down under Section 197 read with Schedule V to the Act.
(g) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".
(h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our knowledge and belief and according tothe information and explanation given to us:
i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements as at March 31 2020. Refer Note No. 34 tothe financial statements.
ii. The Company did not have any long term contracts includingderivative contracts for which there were material foreseeable losses:
iii. There has been no delay in transferring amounts required to betransferred to the Investor
Education and Protection Fund by the Company during the year endedMarch 31 2020.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
Bang Overseas Limited
(i) (a) The Company has maintained records for fixed assets showingfull particulars including quantitative details and situation of fixed assets.
(c) According to the information and explanation given to us and on thebasis our examination of the records of the Company the title deed of immovableproperties are held in the name of the Company.
(ii) According to the information and explanation given to us themanagement has conducted physical verification in respect of stock at reasonable intervalsexcept trading division. No material discrepancies have been noticed on physicalverification of stocks as compared to books for manufacturing units where physicalverification has been carried out by the management.
(iii) The Company has not granted any loans or advances in the natureof loans to the parties covered in the register maintained under Section 189 of the Act.Hence the question of reporting whether the receipt of principal and interest are regularand whether reasonable steps of recovery of over dues of such loans are taken does notarise.
(iv) The Company has not given any loans nor made any investment duringthe year. Hence provision of Section 185 and 186 of the Act are not applicable to theCompany.
(v) Based on our scrutiny of the Company's records and accordingto the information and explanation provided by the management in our opinion the Companyhas not accepted any deposits so far up to 31 st March 2020 which are deposits'within the meaning of Rule2(b) of the Companies (Acceptance of Deposit) Rules 2014.
(vi) According to information and explanation provided by themanagement during the year Company is not engaged in production of any goods or provisionof any service for which the Central Government has prescribed particulars relating toutilization of material or labour or other items of cost. Hence the provisions of section148(1) of the Act do not apply to the Company. Hence in our opinion no comment onmaintenance of cost records under section 148(1) of the Act is required.
(vii) (a) According to the records of the Company the Company isregular in depositing with appropriate authorities undisputed statutory dues includingprovident fund employees' state insurance income tax sales tax wealth-tax customduty value added tax excise duty cess and other statutory dues as applicable to itexcept few slight delays.
According to the information and explanations given no undisputedamounts payable in respect of income-tax sales tax value added tax custom duty andexcise duty were outstanding as at 31st March 2020 for a period of more than six monthsfrom the date they became payable;
(b) According to the records of the Company there are no dues of salestax income-tax value added tax customs duty wealth tax excise duty and cess whichhave not been deposited on account of any dispute;
(viii) Based on our audit procedures and on the basis of informationand explanation given by the management we are of opinion that the Company has notdefaulted in repayment of loan or borrowing from financial institutions or banks or duesto debenture holders.
(ix) According to the records of the Company the Company has notraised any moneys by way of Initial Public Offer or Further Public Offer nor has theCompany obtained any term loan. Hence comments under the clause are not called for.
(x) Based upon the audit procedures performed and information andexplanations given by the management we report that no fraud on the Company by itsofficer or employees or any fraud by the Company has been noticed or reported during thecourse of our audit.
(xi) According to information and explanation given to us and based onour examination of the records of the Company the Company has paid/provided anymanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V of the Act.
(xii) In our opinion and to the best of our information and accordingto the explanations provided by the management we are of the opinion that the Company isnot a nidhi hence in our opinion the requirements of Clause 3(xii) of the Order does notapply to the Company.
(xiii) According to the information and explanations given to us andbased on our examination of records of the Company transactions with the related partiesare in compliance with Section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.
(xiv) According to the information and explanations given to us andbased on our examination of records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.
(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under Section 45-1Aof the Reserve Bank of India Act 1934.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
Report on the Internal Financials Controls under Clause (i) of
Sub-section 3 of Section 143 of the Act.
1. We have audited the internal financial controls over financialreporting of Bang Overseas Limited ("the Company") as of March 312020 inconjunction with our audit of the financial statements of the Company for the year endedon that date.
Management's Responsibility for Internal Financial Controls
2. The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India (ICAI).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 Act.
3. Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. 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.
4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system over financial reporting andtheir operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting 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 judgment includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.
5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial
6. A company's internal financial control over financial reportingis a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internalfinancial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;
(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and
(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assetsthat could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over
7. Because of the inherent limitations of internal financial controlsover financial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2020 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.