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Beardsell Ltd.

BSE: 539447 Sector: Industrials
NSE: BEARDSELL ISIN Code: INE520H01022
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NSE 00:00 | 18 Mar 15.75 0.05
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OPEN 17.20
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VOLUME 101
52-Week high 66.50
52-Week low 14.00
P/E 57.17
Mkt Cap.(Rs cr) 48
Buy Price 15.20
Buy Qty 100.00
Sell Price 16.80
Sell Qty 100.00
OPEN 17.20
CLOSE 17.15
VOLUME 101
52-Week high 66.50
52-Week low 14.00
P/E 57.17
Mkt Cap.(Rs cr) 48
Buy Price 15.20
Buy Qty 100.00
Sell Price 16.80
Sell Qty 100.00

Beardsell Ltd. (BEARDSELL) - Auditors Report

Company auditors report

Chapter IV of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations

2015 as amended

To the Members of Beardsell Limited 47 Greams Road Chennai 600 006Tamil Nadu.

1.The Corporate Governance Report prepared by Beardsell Limited(hereinafter the "Company") contains details as required by the provisions ofChapter IV of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended ("the Listing Regulations") withrespect to Corporate Governance for the year ended March 31 2018. This report is requiredby the Company to be annexed with the Directors' Report in terms of Para E of schedule Vto the aforesaid Listing Regulations for further being sent to the Shareholders of theCompany.

Management's Responsibility

2.The preparation of the Corporate Governance Report is theresponsibility of the Management of the Company including the preparation and maintenanceof all relevant supporting records and documents. This responsibility also includes thedesign implementation and maintenance of internal control relevant to the preparation andpresentation of the Corporate Governance Report.

3.The Management along with the Board of Directors are also responsiblefor ensuring that the Company complies with the conditions of Corporate Governance asstipulated in the Listing Regulations issued by the Securities and Exchange Board ofIndia.

Auditor's Responsibility

4.Pursuant to the requirements of the Listing Regulations ourresponsibility is to express a reasonable assurance in the form of an opinion whether theCompany has complied with the specific requirements of the Listing Regulations referred toin paragraph 3 above.

5.We conducted our examination of the Corporate Governance Report inaccordance with the Guidance Note on Reports or Certificates for Special Purposes and theGuidance Note on Certification of Corporate Governance both issued by the Institute ofChartered Accountants of India ("ICAI"). The Guidance Note on Reports orCertificates for Special Purposes requires that we comply with the ethical requirements ofthe Code of Ethics issued by the Institute of Chartered Accountants of India.

6.We have complied with the relevant applicable requirements of theStandard on Quality Control (SQC) 1 Quality Control for Firms that Perform Audits andReviews of Historical Financial Information and Other Assurance and Related ServicesEngagements.

7.The procedures selected depend on the auditor's judgementincluding the assessment of the risks associated in compliance of the Corporate GovernanceReport with the applicable criteria. Summary of key procedures performed include

i. Reading and understanding of the information prepared by the Companyand included in its Corporate Governance Report; ii.Obtained and verified that thecomposition of the Board of Directors w.r.t executive and non-executive directors has beenmet throughout the reporting period; iii.Obtained and read the Directors Register as onMarch 31 2018 and verified that atleast one women director was on the Board during theyear; iv.Obtained and read the minutes of the following committee meetings held from April01 2017 to March 31 2018:

(a) Board of Directors meeting;

(b) Audit committee;

(c) Annual General meeting;

(d) Nomination and remuneration committee;

(e) Stakeholders Relationship Committee;

(f) Independent directors meeting; and

(g) Risk management committee; v. Obtained necessary representationsand declarations from directors of the Company including the independent directors ; andvi.Performed necessary inquiries with the management and also obtained necessary specificrepresentations from management.

The above-mentioned procedures include examining evidence supportingthe particulars in the Corporate Governance Report on a test basis. Further our scope ofwork under this report did not involve us performing audit tests for the purposes ofexpressing an opinion on the fairness or accuracy of any of the financial information orthe financial statements of the Company taken as a whole.

Opinion

8.Based on the procedures performed by us as referred in paragraph 7above and according to the information and explanations given to us we are of theopinion that the Company has complied with the conditions of Corporate Governance asstipulated in the Listing Regulations as applicable for the year ended March 31 2018referred to in paragraph 2 above.

Other matters and Restriction on Use

9.This report 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. 10.This report is addressed to and provided to the members of theCompany solely for the purpose of enabling it to comply with its obligations under theListing Regulations with reference to compliance with the relevant regulations ofCorporate Governance and should not be used by any other person or for any other purpose.Accordingly we do not accept or assume any liability or any duty of care or for any otherpurpose or to any other party to whom it is shown or into whose hands it may come withoutour prior consent in writing. We have no responsibility to update this report for eventsand circumstances occurring after the date of this report.

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm Registration Number: 101049W/E300004per Bharath N S

Place : Hyderabad Partner Date : August 06 2018 Membership Number:210934

Declaration on Code of Conduct

This is to confirm that the Company has adopted a Code of Conduct forthe Board of Directors and Senior Management of the Company. The same is available on thewebsite of the Company as www.beardsell.co.in. As Managing Director of Beardsell Limitedand as required by Clause 49 (1D) of the Listing Agreement of the Stock Exchanges inIndia I hereby declare that all the Board Members and Senior Management Personnel of theCompany have affirmed compliance with the Code of Conduct for the Financial Year 2017-2018.

Chennai

Bharat Anumolu

August 6 2018

Managing Director

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statementsof Beardsell Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2018 the Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of significant accounting policies and otherexplanatory information.

Management's Responsibility for the Standalone Ind AS FinancialStatements

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 Ind AS Financial Statements that give a true and fairview of the financial position financial performance including other comprehensiveincome cash flows and changes in equity of the Company in accordance with accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)specified under Section 133 of the Act. read with the Companies (Indian AccountingStandards) Rules 2015 as amended. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial control that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone Ind AS Financial Statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Ind ASFinancial Statements based on our audit. We have taken into account the provisions of theAct the accounting and auditing standards and matters which are required to be includedin the audit report under the provisions of the Act and the Rules made thereunder. Weconducted our audit of the Standalone Ind AS Financial Statements in accordance with theStandards on Auditing issued by the Institute of Chartered Accountants of India asspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the Standalone Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and disclosures in the Standalone Ind AS Financial Statements. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the Standalone Ind AS Financial Statements whether due to fraudor error. In making those risk assessments the auditor considers internal financialcontrol relevant to the Company's preparation of the Standalone Ind AS FinancialStatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theCompany's Directors as well as evaluating the overall presentation of the StandaloneInd AS Financial Statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the Standalone IndAS Financial Statements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the Standalone Ind AS Financial Statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2018 its profit including Other Comprehensive Income its CashFlows and the changes in equity for the year ended on that date.

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 Act we give in the Annexure 1 a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act we report that: (a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit; (b) In our opinionproper books of account as required by law have been kept by the Company so far as appearsfrom our examination of those books; (c) The Balance Sheet Statement of Profit and Lossincluding the Statement of Other Comprehensive Income the Cash Flow Statement andStatement of Changes In Equity dealt with by this Report are in agreement with the booksof account; (d) In our opinion the aforesaid Ind AS Financial Statements comply with theAccounting Standards specified under section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended; (e) On the basis of written representationsreceived from the directors as on March 31 2018 and taken on record by the Board ofDirectors none of the directors is disqualified as on March 31 2018 from beingappointed as a director in terms of section 164 (2) of the Companies Act 2013; (f) Withrespect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls refer to our separate Report in"Annexure 2" to this report; (g) With respect to the other matters to beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules 2014 in our opinion and to the best of our information and accordingto the explanations given to us: i. The Company has disclosed the impact of pendinglitigations on its financial position in its Standalone Ind AS Financial Statements –Refer Note 46 to the Standalone Ind AS Financial Statements; ii. The Company did not haveany long-term contracts including derivative contracts for which there were any materialforeseeable losses. iii. There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Company.

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm Registration Number: 101049W/E300004

per Bharath N S

Partner Membership Number: 210934 Place : Bengaluru Date : May 28 2018

Annexure 1 referred to under paragraph 1 of the Report on Other Legaland Regulatory Requirements of the Auditors' Report Beardsell Limited (‘theCompany')

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant and equipmentand investment property. (b) All property plant and equipment have not been physicallyverified by the management during the year but there is a regular programme ofverification which in our opinion is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by themanagement the title deeds of immovable properties included in property plant andequipment are pledged with the bank and not available with the Company. The same has beenindependently confirmed by the bank. (ii) The management has conducted physicalverification of inventory at reasonable intervals during the year and no materialdiscrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of clause 3(iii) (a) (b) and(c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanationsgiven to us there are no loans investments guarantees and securities given in respectof which provisions of section 185 and 186 of the Companies Act 2013 are applicable andhence not commented upon.

(v) In respect of deposits accepted in our opinion and according tothe information and explanations given to us directives issued by the Reserve Bank ofIndia and the provisions of section 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framed there under to the extent applicable have beencomplied with except for Non-filing of return of public deposits with registrar asrequired under rule 16 of the Companies (Acceptance of Deposits) Rules 2014 (as amended).We are informed by the management that no order has been passed by the Company Law BoardNational Company Law Tribunal Reserve Bank of India or any Court or any other Tribunal.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148(1) of the Companies Act 2013 related to the manufacture ofPlastics and Polymers and are of the opinion that prima facie the specified accounts andrecords have been made and maintained. We have not however made a detailed examinationof the same.

(vii) (a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of custom dutyof excise value added tax cess and other statutory dues have not generally beenregularly deposited with the appropriate authorities though the delays in deposit have notbeen serious.

(b) According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax service tax sales-tax duty of custom duty of excise value added tax cessand other statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable. (c) According to the records of the Company thedues of income-tax sales-tax service tax duty of custom duty of excise value addedtax and cess on account of any dispute are as follows:

Name of the statute

Nature of the dues

Amount

Period to which the amount relates

Forum where the dispute is pending

(Rs. in lakhs)*

Sales Tax Acts of various states

Sales tax

1.05

1995-96

Deputy Commissioner Assistant

2000-01

2001-02

Commissioner & other appellate authorities

2003-04

Central Sales

Central

540.54

1995-96 2000-01

High Court
Tax Act 1956

sales tax

2001-02 2003-04

Deputy Commissioner &

2006-07 2007-08

CTO of various states.

2008-09 2009-10

2010-11 2011-12

2012-13 2013-14

*Net of Rs.0.74 Lakhs sales tax and Rs.50.65 lakhs central sales taxpaid under protest.

(viii) In our opinion and according to information and explanationsgiven by the management the Company has not defaulted in repayment of dues to a bank orfinancial institution during the year. The Company has not made any borrowings from thegovernment and has not issued any debentures during the year.

(ix) According to the information and explanations given by themanagement the Company has not raised any money way of initial public offer / furtherpublic offer / debt instruments and term loans hence reporting under clause (ix) is notapplicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the financial statements and according to theinformation and explanations given by the management we report that no fraud by thecompany or on the company by the officers and employees of the Company has been noticed orreported during the year.

(xi) According to the information and explanations given by themanagement the managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theCompanies Act 2013.

(xii) In our opinion the Company is not a nidhi company. Thereforethe provisions of clause 3(xii) of the order are not applicable to the Company and hencenot commented upon. (xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and hence reporting requirements under clause 3(xiv) are notapplicable to the company and not commented upon.

(xv) According to the information and explanations given by themanagement the Company has not entered into any non-cash transactions with directors orpersons connected with him as referred to in section 192 of Companies Act 2013. (xvi)According to the information and explanations given to us the provisions of section 45-IAof the Reserve Bank of India Act 1934 are not applicable to the Company.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Bharath N S

Place : Bengaluru

Partner

Date

: May 28 2018

Membership Number: 210934

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Beardsell Limited ("the Company") as of March 31 2018 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 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. 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 the 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing as specified undersection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone Ind AS financial statements whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of standalone Ind AS financial statements for externalpurposes in accordance 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 detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofstandalone Ind AS financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thestandalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial 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.

Opinion

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 2018 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.

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm Registration Number: 101049W/E300004per Bharath N S

Place : Bengaluru Partner Date : May 28 2018 Membership Number: 210934