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Bharat Rasayan Ltd.

BSE: 590021 Sector: Agri and agri inputs
NSE: BHARATRAS ISIN Code: INE838B01013
BSE 00:00 | 21 Jun 13032.05 703.75
(5.71%)
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12290.00

HIGH

13100.00

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12210.05

NSE 00:00 | 21 Jun 13040.65 704.00
(5.71%)
OPEN

12328.00

HIGH

13160.00

LOW

12112.55

OPEN 12290.00
PREVIOUS CLOSE 12328.30
VOLUME 317
52-Week high 14004.90
52-Week low 6786.00
P/E 35.90
Mkt Cap.(Rs cr) 5,539
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12290.00
CLOSE 12328.30
VOLUME 317
52-Week high 14004.90
52-Week low 6786.00
P/E 35.90
Mkt Cap.(Rs cr) 5,539
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharat Rasayan Ltd. (BHARATRAS) - Auditors Report

Company auditors report

TO THE MEMBERS OF BHARAT RASAYAN LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited accompanying financial statements of BHARAT RASAYANLIMITED ("the Company") which comprise the Balance Sheet as at March 31 2020the Standalone Statement of Profit and Loss (including Other Comprehensive Income)standalone statement of changes in equity and standalone statement of cash flows for theyear then ended and notes to the standalone financial statements including a summary ofsignificant 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 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended (Ind AS) and other accounting principles generallyaccepted in India of the standalone state of affairs of the Company as at March 312020and standalone profit total comprehensive income standalone changes in equity and itsstandalone 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 Auditors' Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is 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 standalone financial statements for thefinancial year ended March 312020. These matters were addressed in the context of ouraudit of the standalone financial statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters. We have determined thematters described below to be the key audit matters to be communicated in our report:

KEY AUDIT MATTERS AUDITORS' RESPONSES
REVENUE RECOGNITION PRINCIPAL AUDIT PROCEDURES PERFORMED
Estimation of provision for sales returns discounts rebates schemes and incentives on sales impacting revenue from sale of products We obtained the understanding of the Company's process policies and procedures in making the estimates in the given areas of sales return discount rebates scheme incentives and performed the following procedures:
Revenue from sale of products is presented net of returns discounts rebates schemes and incentives in the consolidated Ind AS financial statement
We evaluated and tested the design and operating effectiveness of controls related to these estimates. We assessed the assumptions used by the management in determining the amount of provisions by studying the market conditions and obtaining an understanding of key contractual agreements.
The estimates associated with sales returns discounts rebates schemes and incentives on sale of products have been identified as a key audit matter as it is having a significant impact on the recognized revenue and the management is
KEY AUDIT MATTERS AUDITORS' RESPONSES
required to make certain judgements in respect of revenue recognition and level of expected rebates/discounts and returns which are deducted in arriving at revenue. Management is required to consider historical experience specific contractual terms and future expectation of revenue to determine these estimates. Also factors such as current and expected operating environment action of third parties and weather conditions have a significant impact on management's judgement. We considered the accuracy of management's estimates in previous years by comparing historical accrued liabilities with their subsequent settlement ratio analysis of sales return discounts rebates schemes and incentive as a percentage of sale of last few years. We verified if any credit notes were issued and/ or their adjustment after the balance sheet date and their impact on financial statements.

Information Other than the Standalone Financial Statements andAuditors' Report Thereon

• The Company's Management and Board of Directors is responsiblefor the other information. The other information obtained at the date of this Auditors'Report is in Director's Report Corporate Governance Report and Management Discussion& Analysis Report but does not include the standalone financial statements and ourAuditors' Report thereon.

• Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financialstatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report the fact. Wehave 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 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)standalone changes in equity and standalone cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls 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.

In preparing the standalone financial statements management 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 management either intends to liquidate the Company or to ceaseoperations or has no realistic alternatives but to do so.

Board of Directors are also responsible for overseeing the company'sfinancial reporting process. Auditor's Responsibility for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's

report that includes our opinion. Reasonable assurance is a high levelof assurance. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone Ind AS financialstatements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism 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 Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating 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 the goingconcern basis of accounting and based on the audit evidence obtained we are of theopinion that the Company is able to continue as a going concern. Our conclusions are basedon the audit evidence obtained up to the date of our Auditors' Report.

• Evaluate the overall presentation structure and content of thefinancials including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

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 auditors' report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication. Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' 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 statement on the matters specified in paragraphs3 and 4 of the Order to the extent applicable.

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 purposes of our auditof the aforesaid standalone financial statements.

(b) In our opinion proper books of account as required by law relatingto preparation of the aforesaid standalone financial statements have been kept so far asit appears from our examination of those books and the reports of the other auditors.

(c) The standalone Balance Sheet the standalone Statement of Profitand Loss and the standalone Cash Flow Statement dealt with by this Report are inagreement with the relevant books of account maintained for the purpose of preparation ofthe standalone financial statements.

(d) In our opinion the aforesaid standalone Ind AS financialstatements comply with the Ind AS specified under Section 133 of the Act;

(e) On the basis of the written representations received from theDirectors as on 31st March 2020 taken on record by the Board of Directors none of theDirectors is disqualified as on 31st March 2020 from being appointed as Director in termsof Section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controlswith reference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".Our report expresses an unmodified opinion on the adequacy and operating effectiveness ofthe Company's internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditors'Report in accordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act;

(h) With respect to the other matters to be included in the Auditors'Report in accordance with rule 11 of the companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

(I) The Company has disclosed the amount of pending litigations havingan adverse impact on its financial position in the notes to its standalone Ind ASfinancial statements.

(II) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses; and

(III) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

For R.D.GARG & CO.
CHARTERED ACCOUNTANTS
Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26 2020 Membership No 007526
(Firm Registration No 001776N)

ANNEXURE-A TO THE INDEPENDENT AUDITORS' REPORT

ON STANDALONE FINANCIAL STATEMENTS OF BHARAT RASAYAN LIMITED

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHERLEGAL AND

REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE:

(I) a. The Company is maintaining proper records showing fullparticulars including quantitative

details and situation of property plant equipment and investmentproperties;

b. The Company has a regular programme of physical verification of itsproperty plant equipment and investment properties by which these are verified in aphased manner over a period of three years. In accordance with this programme certainproperties plant equipment's and investment properties were verified during the year andno material discrepancies were noticed on such verification. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of thecompany and the nature of its assets.

c. According to the information and explanations given to us and on thebasis of our examination of the records of the company the title deeds of immovableproperties are held in the name of the company.

(II) As explained to us the inventories except for goods-in-transitand stocks lying with third parties has been physically verified by the Management atreasonable intervals during the year. In respect of stocks lying with the third parties atthe year-end written confirmations have been obtained.The discrepancies noticed duringsuch physical verification were not material and the same have been properly dealt with inthe books of accounts.

(III) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms or otherparties covered in the register maintained under Section 189 of the Act. Accordinglyclause 3(III) (a) (b) & (c) of the order are not applicable.

(IV) According to the information explanations and representationsprovided by the Management and based upon audit procedures performed we are of theopinion that in respect of loans and investments the Company has complied with theprovisions of the Section 185 and186 of the Companies Act 2013. The Company has notprovided any guarantees or security as specified under Section 185 and 186 of theCompanies Act 2013.

(V) In our opinion and according to the information and explanationsgiven to us the company has not accepted any deposits and hence the directives issued byReserve Bank of India and the provisions of sections 73 to 76 or any other relevantprovisions of the Act and the rules framed there under are not applicable to the company.Accordingly the provisions of clause3 (V) of the Order are not applicable to the Company.

(VI) The Central Government has specified maintenance of cost recordsunder sub-section (1) of Section 148 of the Act and we are of the opinion that primafacie such accounts and records are made and maintained.

(VII) (a) According to the information and explanations given to us andon the basis of examination of

the records of Company the Company is generally regular in depositingwith appropriate authorities undisputed statutory dues including Provident FundEmployees' State Insurance Income-tax GST Duty of Customs Duty of Excise Cess and anyOther Material Statutory Dues applicable to it.

(b) According to the information and explanations given to us noundisputed amount payable in respect of Provident Fund Employees' State InsuranceIncome-tax Sales tax Service tax GST Duty of Customs Duty of Excise Value Added Taxor Cess and any Other Material Statutory Dues were outstanding at the year-end for aperiod of more than six months from the date they became payable as at March 31 2020.

? Jist Annual Kepon zunu-zuzu

(c) According to the records of the Company the dues of Income TaxSales Tax Service Tax GST Duty of Custom Duty of Excise Value Added Tax and Cesswhich have not been deposited as on March 31 2020 were all on account of pendingrectification applications towards taxes already paid for which credit not allowed andconsequential levy of interest thereon.

(VIII) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in repayment of dues to its bankers/ FinancialInstitutions. The Company did not have any outstanding debentures during the year

(IX) According to the information and explanations given to us theCompany did not raise any money by way of initial public offer or further public offer(Including debt instruments). As informed to us there is neither any term loanoutstanding nor any term loan has been taken during the year. Hence clause 3(IX) of theorder is not applicable to the Company.

(X) During the course of examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us no fraud by theCompany or any fraud on the Company by its officers or employees has been noticed orreported during the year nor have we been informed of any such case by the management.

(XI) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has paid / providedfor managerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Companies Act 2013.

(XII) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi company. Accordingly clause 3 (XII) of the Orderis not applicable to the Company and hence not commented upon.

(XIII) According to the information and explanations given to us andbased on our examination of the records of the company transactions with the relatedparties are in compliance with section 177 and 188 of the Act where ever applicable anddetails of such transactions have been disclosed in the standalone Ind AS financialstatements as required under Indian Accounting Standard (Ind AS) 24 Related PartyDisclosures specified under Sec. 133 of the Act.

(XIV) According to the information and explanations given to us andbased on our examination of the records of the company the company has not made anypreferential allotment or private placement of shares of full or partly convertibledebentures during the year and hence reporting requirement under clause 3(XIV) notapplicable to the Company and not commented upon.

(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 intoany non-cash transactions with Directors or persons connected with them. Accordinglyprovisions of clause 3(XV) of the orders are not applicable.

(XVI) As informed to us the company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934. Hence reporting requirementunder clause 3(XVI) not applicable to the Company.

For R.D. Garg & CO.
CHARTERED ACCOUNTANTS
Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26 2020 Membership No 007526
(Firm Registration No 001776N)

ANNEXURE-B TO THE INDEPENDENT AUDITORS' REPORT ON STANDALONE FINANCIALSTATEMENTS OF BHARAT RASAYAN LIMITED

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i) OFSUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 ("THE ACT") AS REFERREDTO IN PARAGRAPH 2(f) OF 'REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'

We have audited the internal financial controls with reference tostandalone financial statements of BHARAT RASAYAN LIMITED ("the Company") as ofMarch 312020 in conjunction with our audit of the standalone Ind AS financial statementsof the Company for 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 with reference tostandalone financial statements criteria established by the company considering theessential components of internal controls stated in the Guidance Note on Audit of InternalFinancial Controls With reference to standalone financial statements issued by theInstitute of Chartered Accountants of India ("ICAI'). These responsibilities includedthe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company's InternalFinancial Controls with reference to standalone financial statements based on our audit.We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls With reference to standalone financial statements (the "Guidance Note")and the Standards on Auditing issued by ICAI and deemed to be prescribed under section143 (10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls andessential components stated in Guidance Note 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 with reference to standalone financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our Audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial control system with reference to standalonefinancial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to standalone financial statements included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal controls based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risk of materialmisstatement of the financial statements whether due to fraud or error.

We believe that the audit evidences we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sinternal financial controls with reference to standalone financial statements includesthose policies and procedures that (1) pertain to the maintenance of records in reasonable

detail accurately and fairly reflect the transactions and dispositionsof the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditure of the companyare being made only in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the 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 withreference to standalone financial statements to future periods are subject to the riskthat the internal financial controls with reference to standalone financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system with reference to standalone financial statements andsuch internal financial controls with reference to standalone financial statements wereoperating effectively as at March 31 2020 based on the internal financial controls withreference to standalone financial statements criteria established by the Companyconsidering the essential components of internal controls stated in the Guidance Note onAudit of Internal Financial Controls With reference to standalone financial statementsissued by the Institute of Chartered Accountants of India.

For R.D. Garg & CO.
CHARTERED ACCOUNTANTS
Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26 2020 Membership No 007526
(Firm Registration No 001776N)