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Black Rose Industries Ltd.

BSE: 514183 Sector: Others
NSE: N.A. ISIN Code: INE761G01016
BSE 00:00 | 30 Sep 184.95 0.25
(0.14%)
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NSE 05:30 | 01 Jan Black Rose Industries Ltd
OPEN 183.10
PREVIOUS CLOSE 184.70
VOLUME 14997
52-Week high 239.00
52-Week low 165.00
P/E 35.09
Mkt Cap.(Rs cr) 943
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 183.10
CLOSE 184.70
VOLUME 14997
52-Week high 239.00
52-Week low 165.00
P/E 35.09
Mkt Cap.(Rs cr) 943
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Black Rose Industries Ltd. (BLACKROSEINDUS) - Auditors Report

Company auditors report

To

The Members of

Black Rose Industries Limited

Report on the Audit of the Standalone Financial Statements

1. Opinion

We have audited the Standalone Financial Statements of BLACK ROSE INDUSTRIES LIMITED(hereinafter referred to as "the Company") which comprise the balance sheet asat 31st March 2021 and the Statement of Profit & Loss (including other ComprehensiveIncome) the Statement of Changes in Equity and the Statement of Cash Flows for the yearthen ended and notes to the Standalone Financial Statements including a summary ofsignificant accounting policies and other explanatory information (collectively referredto as 'Standalone Financial Statements').

In our opinion and to the best of our information and according to the explanationsgiven to us the Standalone Financial Statements give the information required by theCompanies Act 2013 (hereinafter referred to as "the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standards(Ind AS) prescribed under Section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 and amended and other accounting principles generally accepted inIndia of the state of affairs (financial position) of the Company as at 31st March 2021and its financial performance including other comprehensive income the changes in equityand its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the Standalone Financial Statementsunder provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion on the Standalone Financial Statements.

3. Emphasis of Matter

Without qualifying our opinion we draw attention to Note No. 51 of the StandaloneFinancial Statements regarding impact of COVID-19 pandemic. The situation continues to beuncertain and the Company is evaluating the situation on an ongoing basis with respect tothe challenges faced.

Our opinion is not modified in respect of these matters.

4. Key Audit Matters

Key Audit Matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone Financial Statements for the year ended 31stMarch 2021. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe Key Audit Matters to be communicated in our report:

Sr. No. Key Audit Matter Our Response
1 Defined benefit obliaation:
The valuation of the retirement benefit schemes in the Company is determined with reference to various actuarial assumptions including discount rate future salary increases rate of inflation mortality rates and attrition rates. Due to the size of these schemes small changes in these assumptions can have a material impact on the estimated defined benefit obligation We have examined the key controls over the process involving member data formulation of assumptions and the financial reporting process in arriving at the provision for retirement benefits. We tested the controls for determining the actuarial assumptions and the approval of those assumptions by senior management. We found these key controls were designed implemented and operated effectively and therefore determined that we could place reliance on these key controls for the purposes of our audit.
We tested the employee data used in calculating the obligation and where material we also considered the treatment of curtailments settlements past service costs remeasurements benefits paid and any other amendments made to obligations during the year. From the evidence obtained we found the data and assumptions used by management in the actuarial valuations for retirement benefit obligations to be appropriate.
2 Related Party Transactions:
During the year the Company has entered into various transactions with related parties. Our audit procedures included considering the compliance with the various requirements for entering in to such related party transactions.
Determination of transaction price for such related parties transactions outside the normal course of business is a key audit matter considering the significance of the transaction value and the significant judgements involved in determining the transaction value. We have read the approvals obtained for the transactions.
We have assessed the disclosures in accordance with Ind AS 24 "Related Party Disclosures".
3 Modified Audit Procedures carried out in light of COVID-19 outbreak:
Due to COVID-19 pandemic nation-wide lockdown and travel restrictions imposed by Central/State Government/Local Authorities during the period of our audit to facilitate carrying out audit remotely wherever physical access was not possible audit could not be conducted by visiting the premises of the Company. Due to the outbreak of COVID-19 pandemic that caused nationwide lockdown and other travel restrictions imposed by the Central and State Governments/local administration during the period of our audit we could not travel to the Company's Office and carry out the audit processes physically.
As we could not gather audit evidence in person/ physically/through discussions and personal interactions with the officials at the Company's Office we have identified such modified audit procedures as a Key Audit Matter. Wherever physical access was not possible necessary records/reports/ documents/certificates were made available to us through digital medium remote access and emails. To this extent the audit process was carried out on the basis of such documents reports and records made available to us which were relied upon as audit evidence for conducting the audit and reporting for the current period.
Accordingly our audit procedures were modified to carry out the audit remotely.
Accordingly we modified our audit procedures as follows:
a. Conducted verification of necessary records/ documents through remote access and emails wherever physical access was not possible.
b. Carried out verification of scanned copies of the documents deeds certificates and the related records made available to us through remote access and emails.
c. Making enquiries and gathering necessary audit evidence through Video Conferencing dialogues and discussions over phone calls/conference calls emails and similar communication channels.
d. Resolution of our audit observations telephonically/through email instead of a face-to-face interaction with the designated officials.

5. Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the annual report but does not includethe Standalone Financial Statements and our auditor's report thereon.

Our opinion on the Standalone Financial Statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the Standalone Financial

Statements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report the fact. We havenothing to report in this regard.

6. Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to preparation of these Standalone Financial Statementsthat give a true and fair view of the financial position financial performance changesin equity and cash flows of the

Company in accordance with the IND AS and other accounting principles generallyaccepted in India. This responsibility also includes maintenance of adequate accountingrecords in accordance with provisions of the Act for safeguarding assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring accuracy and completenessof the accounting records relevant to the preparation and presentation of the StandaloneFinancial Statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Standalone Financial Statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

7. Auditor's Responsibilities for Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the StandaloneFinancial Statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess risks of material misstatement of the Standalone FinancialStatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3X0of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

• Evaluate appropriateness of the accounting policies used and reasonableness ofaccounting estimates and related disclosures made by management.

• Conclude on appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe Standalone Financial Statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the StandaloneFinancial Statements including disclosures and whether the Standalone FinancialStatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the 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 considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified 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 Standalone Financial Statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

8. Report on Other Legal and Regulatory Requirements

8.1 As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in"Annexure A" - a statement on the matters specified in paragraphs 3 and 4 of theOrder.

8.2 As required by Section 143 (3) of the Act 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) the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account;

d) In our opinion the aforesaid Standalone Financial Statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act;

e) On the basis of written representations received from the directors as on 31stMarch 2021 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in terms ofSection 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure B";

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:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of Section 197 of the Act;

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 does not have any pending litigations which would have impact on itsfinancial position;

ii. The Company does not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the company.

For and on behalf of
P K J & CO.
Chartered Accountants
Firm Regn No. 124115W
(Padam Jain)
Place : Mumbai Partner
Dated: 27th May 2021 Membership No. 71026

Annexure-A to Independent Auditor's Report

The Annexure referred to in paragraph 1 under the 'Report on Other Legal and RegulatoryRequirements' our report to the members of BLACK ROSE INDUSTRIES LIMITED ('the Company')for the year ended on 31st March 2021. We report that:

i. In respect of its fixed assets:

(a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of fixed assets whichis in our opinion reasonable having regard to the size of the Company and the nature ofits assets. In accordance with this programme certain fixed assets have been physicallyverified by the management during the year and no material discrepancies have been noticedon such verification.

(c) As per the information and explanation given to us by the management the titledeeds of the immovable properties as disclosed in Property Plant & Equipments (NoteNo. 2 to the Standalone Financial Statements) are held in the name of the Company.

ii. In respect of its inventories:

The inventory has been physically verified during the year by the management. In ouropinion the frequency of verification is reasonable. There were no material discrepanciesnoticed on physical verification of inventories as compared to the book records.

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 and hence provisions of Clause 3(iii) of the aforesaid Order arenot applicable to the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has not granted any loan or provided security or guarantee and has not made anyinvestment requiring compliance of Section 185 and I86 of the Companies Act 2013accordingly the provision of paragraph 3 (iv) of the Order is not applicable to theCompany.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted deposits from the public within the meaning of Sections 73 7475 and 76 of the Act and the Rules framed thereunder to the extent notified.

vi. We have broadly reviewed the cost records maintained by the Company specified bythe Central Government under sub-section (1) of the Section 148 of the Act and are of theopinion that prima facie the prescribed cost records have been maintained. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.

vii. (a) According to the records of the Company the Company is generally regular indepositing with appropriate authorities undisputed statutory dues including ProvidentFund Employees' State Insurance Income-Tax GST Sales Tax Wealth Tax Duty of CustomsDuty of Excise Value Added Tax or Cess and other statutory dues applicable to it.

Further according to the information and explanations given to us no undisputedamounts payable in respect of Provident Fund Employees' State Insurance Income-Tax GSTSales Tax Wealth Tax Duty of Customs Duty of Excise Value Added Tax or Cess and otherstatutory dues were outstanding as at 31st March 2021 for a period of more than sixmonths from the date they became payable.

(b) According to the records of the Company and information and explanations given tous the following are the particulars of disputed dues on account of Income Tax and SalesTax that have not been deposited:

Name of the Statute Nature of Dues Amount of Demand Net of Deposits (H) Period to which amount relates Forum where dispute is pending
Income Tax Act 1961 Demand 10405590/- A.Y. 2016-17 CIT (Appeals)
Value Added Tax Act 2002 Demand and Penalty 856961/- F.Y. 2015-16 Commissioner (Appeals)
Value Added Tax Act 2002 Demand and Penalty 632444/- F.Y. 2016-17 Commissioner (Appeals)

viii. Based on our audit procedures and according to the information and explanationsgiven to us by the management we are of the opinion that the Company has not defaulted inrepayment of dues to financial institutions and bank.

ix. Based on our audit procedures and according to the information and explanationsgiven to us by the management the Company has not raised any money by way of initialpublic offer or further public offer (including debt instruments). Further term loanshave been applied for the purpose for which it is taken.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by themanagement.

xi. The Company has paid/provided managerial remuneration in accordance with therequisite approvals mandated by the provision of the Section 197 read with Schedule V ofthe Act.

xii. The Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicable tothe Company and hence provisions of Clause 3(xii) of the aforesaid Order are notapplicable to the Company.

xiii. The Company has entered into the transaction with the related parties incompliance with the provisions of the Section 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the Standalone Financial Statements asrequired under Accounting Standard (AS) 18 Related Party Disclosures specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review and henceprovisions of Clause 3(xiv) of the aforesaid Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors orthe persons connected with him and hence provisions of Clause 3(xv) of the aforesaid Orderare not applicable to the Company.

xvi. The Company is not required to be registered Section 45-IA of the Reserve Bank ofIndia Act 1934 and hence provisions of Clause 3(xvi) of the aforesaid Order are notapplicable to the Company.

For and on behalf of
P K J & CO.
Chartered Accountants
Firm Regn No. 124115W
(Padam Jain)
Place : Mumbai Partner
Dated: 27th May 2021 Membership No. 71026

Annexure-B to Independent Auditor's Report

The Annexure referred to in paragraph 2(f) under the 'Report on Other Legal andRegulatory Requirements' our report to the members of BLACK ROSE INDUSTRIES LIMITED ('theCompany1) for the year ended on 31st March 2021.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the Act

We have audited internal financial controls over financial reporting of BLACK ROSEINDUSTRIES LIMITED ("the Company") as of 31st March 2021 in conjunction withour audit of the Standalone Financial Statements of the Company for the year then ended onthat date.

Management's Responsibility for the Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India (ICAI). These responsibilities includesdesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of businessincluding adherence to Company's policies the safeguarding of the assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditor's Responsibility

Our responsibility is to express an opinion on Company's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting ('theGuidance Note') and the Standards on Auditing deemed to be prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth applicable to an audit of internal financial controls and both issued by the ICAI.Those Standards and Guidance note require that we comply with ethical requirements andplan and perform audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedure 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 controls based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the Standalone Financial Statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide a reasonable assurance regarding the reliability of financial reporting andpreparation of Standalone Financial Statements for external purpose in accordance withgenerally accepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that the transactions are recorded as necessary topermit preparation of Standalone Financial Statements in accordance with the 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 timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial control 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 the Company has in all material aspects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2021 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For and on behalf of
P K J & CO.
Chartered Accountants
Firm Regn No. 124115W
(Padam Jain)
Place : Mumbai Partner
Dated: 27th May 2021 Membership No. 71026

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