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Binny Mills Ltd.

BSE: 535620 Sector: Others
NSE: N.A. ISIN Code: INE160L01011
BSE 00:00 | 18 Feb 32.30 -0.05
(-0.15%)
OPEN

30.75

HIGH

32.30

LOW

30.75

NSE 05:30 | 01 Jan Binny Mills Ltd
OPEN 30.75
PREVIOUS CLOSE 32.35
VOLUME 603
52-Week high 73.40
52-Week low 23.80
P/E
Mkt Cap.(Rs cr) 10
Buy Price 30.75
Buy Qty 5.00
Sell Price 32.30
Sell Qty 399.00
OPEN 30.75
CLOSE 32.35
VOLUME 603
52-Week high 73.40
52-Week low 23.80
P/E
Mkt Cap.(Rs cr) 10
Buy Price 30.75
Buy Qty 5.00
Sell Price 32.30
Sell Qty 399.00

Binny Mills Ltd. (BINNYMILLS) - Auditors Report

Company auditors report

To

The Members of Binny Mills Limited

Report on the Ind AS Financial Statements Opinion

We have audited the accompanying IND AS financial statements of Binny Mills Limited (the Company ) which comprise the Balance Sheet as at March 31 2019 the Statement ofProfit and Loss (including Other Comprehensive Income) the Statement of Changes in Equityand the Statement of Cash Flows for the year ended on that date and a summary of thesignificant accounting policies and other explanatory information (hereinafter referred toas the IND AS financial statements ).

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid IND AS financial statements give the information required bythe Companies Act 2013 ( the Act ) in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended (Ind AS ) and other accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2019 the loss and total comprehensive losschanges in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the IND AS financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor sResponsibilities for the Audit of the IND AS Financial Statements section of our report.We are independent of the Company in accordancewith the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the IND AS financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI s Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the IND AS financial statements.

Key audit matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the IND AS financial statements of the current period. Thesematters were addressed in the context of our audit of the IND AS financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters. We have determined the matter described below to be the key audit matter tobe communicated in our report.

Payments for contingent liabilities existed prior to demerger:

Refer Note 37 (b) to the accompanying IND AS financial statements

The company is a resulting company pursuant to the demerger scheme of Binny Ltd videthe order of the Honourable High Court of Madras dated 22.04.2010. Subsequent to thedemerger the company was not provided with the list of contingent liabilities that werepending for which the company may become liable.

Hence the liability of the company if any arising out of the settlement of the samewill be provided for as and when the liability arises.

During the financial year under audit the company has provided for an amount of Rs.155.18 lakhs pertaining to the company s share of arrears of electricity charges ofRs.149.74 lakhs and Flood damage claims as per High court Order of Rs.7.32 lakhspertaining to the period prior to the demerger that arose out of the debit notes raisedduring the year by M/s Binny Ltd.

Considering the materiality of the amounts involved this matter has been identified asa key audit matter for the current year audit.

How our audit addressed the key audit matter

Our procedures included but were not limited to the following:

l Obtained the understanding of the demerger by verification of order of the HonourableHigh Court of Madras and scheme of arrangement between M/s Binny limited and the resultingcompanies.

l Verification of debit notes raised by M/s Binny Ltd.

l Adequate disclosures in respect of the said transactions has been made in the notesto the IND

AS financial statements.

Management's Responsibility for the IND AS 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 IND AS financial statementsthat give a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding 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 IND AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

In preparing the IND AS financial statements management is responsible for assessingthe Company s ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors are responsible for overseeing the Company s financial reportingprocess.

Auditor's Responsibilities for the Audit of the IND AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the IND AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor s report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists.

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 IND AS 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 IND AS 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 controls 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 IND AS 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 IND AS financialstatements including the disclosures and whether the IND AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the IND AS financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced.

We consider quantitative materiality and qualitative factors in (i) planning the scopeof our audit work and in evaluating the results of our work; and (ii) to evaluate theeffect of any identified misstatements in the financial statements.

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 IND AS financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor s report unless law or regulation precludes public disclosure about the matteror 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 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 IND AS financial statements comply with the Ind ASspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.

e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct.

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 Report in Annexure A . Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company s internal financial controls over financialreporting.

g) With respect to the other matters to be included in the Auditor s Report inaccordance with the requirements of section 197(16) of the Act as amended:

The company has not provided/paid remuneration to any of its directors during thefinancial year.

h) 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 IND ASfinancial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.

iii. There are no amounts that are required to be transferred to the InvestorEducation and Protection Fund by the Company.

2. As required by the Companies (Auditor s Report) Order 2016 ( the Order ) issued bythe Central Government in terms of Section 143(11) of the Act we give in Annexure B astatement on the matters specified in paragraphs 3 and 4 of the Order.

For NSR & Co.
Chartered Accountants
Firm Regn. No. 010522S
Place : Chennai N Sowrirajan
Date : 28th May 2019 Proprietor
M. No. 207820

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirementssection of our report to the Members of Binny Mills Limited of even date)

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

We have audited the internal financial controls over financial reporting of BINNY MILLSLIMITED ( the Company ) as of March 312019 in conjunction with our audit of the IND ASfinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on theinternal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Instituteof Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincludingadherence to respective company s policies the safeguarding of its assets theprevention and detection of frauds and errors theaccuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequiredunder the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the Guidance Note ) issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk.The proceduresselected depend on the auditor s judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the 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 authorisations ofmanagement and directorsof the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisitionuse or disposition of thecompany s assets that could have a material effect on the financial statements.

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For NSR& Co.
Chartered Accountants
Firm Regn. No. 010522S
Place : Chennai N Sowrirajan
Date : 28th May 2019 Proprietor
M. No. 207820

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirementssection of our report to the Membersof Binny Mills Limited of even date)

i. In respect of the Company s fixed assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) The Fixed Assets have been physically verified by the management in a phasedmanner designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the company and nature of itsbusiness. Pursuant to the program a portion of the fixed asset has been physicallyverified by the management during the year and no material discrepancies between the booksrecords and the physical fixed assets have been noticed.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

ii. The inventory has been physically verified by the management during the year. Inour opinion the frequency of such verification is reasonable. The discrepancies noticedon verification between the physical stocks and the book records were not material andhave been dealt with in books of account.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability partnerships or other parties covered in the Register maintained undersection 189 of the Act.

Accordingly the provisions of clause 3 (iii) (a) to (c) of the Order are notapplicable to the Company and hence not commented upon.

iv. The company has not given/made any loans investments guarantees and securitiesrequiring compliance with the provisions of section 185 of the Companies Act 2013.

The Company has provided requisite disclosures in its financial statements as to theadvance made to Binny Ltd. amounting to Rs.912.97 Lakhs (including unamortised interestcost Rs.434.13 lakhs) and these are in accordance with the provisions of section 186 ofthe Companies Act 2013.

v. The Company has not accepted deposits during the year and does not have anyunclaimed deposits as at March 31 2019 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Governmentunder section 148(1) of the Companies Act 2013 for the business activities carried out bythe Company. Thus reporting under clause 3(vi) of the order is not applicable to theCompany.

vii. According to the information and explanations given to us in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees State Insurance Income Tax Goods and Service TaxCess and other material statutorydues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund EmployeesState Insurance IncomeTax Goods and Service Tax Cess and other material statutory duesin arrears as at March 31 2019 for a period of more than six months from the date theybecame payable.

(c) There were no dues of income tax sales tax service tax value added tax goodsand service tax outstanding on account of any dispute.

viii. The company has not taken any loan either from financial institutions or from thegovernment and has not issued any debentures. Accordingly the provisions of clause3(viii) of the order is not applicable to the Company.

ix. The Company did not have any term loans outstanding during the year. The Companyhas not raised moneys by way of initial public offer or further public offer (includingdebt instruments) or term loans and hence reporting under clause (ix) of the Order is notapplicable.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company and no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

xi. No managerial remuneration has been paid or provided during the year. AccordinglyProvisions of clause 3(xi) of the order is not applicable to the company.

xii. According to the information and explanations given to us the Company is not aNidhi Company as prescribed under Section 406 of the Act. Accordingly reporting underclause (xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us all transactions withthe related parties are in compliance with Section 177 and 188 of Act where applicableand the details have been disclosed in the Financial Statements as required by theapplicable Indian Accounting Standards.

xiv. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him and hence provisions of section192 of the Companies Act 2013 are not applicable.

xvi. According to information and explanations given to us the Company is not requiredto be registered under Section 45 IA of the Reserve Bank of India Act 1934.

For NSR& Co.
Chartered Accountants
Firm Regn. No. 010522S
Place : Chennai N Sowrirajan
Date : 28th May 2019 Proprietor
M. No. 207820